Common use of Trust Accounts Clause in Contracts

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) If there is a Funding Period, on or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account Account, Reserve Account, the Pre-Funding Account, if any, and Reserve Account the Negative Carry Account, if any, and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (dc) Except as otherwise provided in paragraph paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C B Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultDefault pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in fullrata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (viiv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. (f) [Reserved]. (g) If there is a Funding Period, subject to Sections 8.02(d) and 8.02(e), on the Payment Date immediately following the calendar month in which the Funding Period ends, the Indenture Trustee shall apply any and all amounts deposited into the Note Distribution Account pursuant to Section 5.01(d) of the Sales and Servicing Agreement to the repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (d), or (e), as applicable.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture and the Reserve Sub-Account. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, as applicableand all investments made with such monies, including all income or other gain from such investments, are for the Issuing Entity shall cause benefit of the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement. On each Payment Date, bearing a designation clearly indicating that funds the Indenture Trustee shall distribute all amounts on deposit in the Note Payment Account to the Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the Certificateholders from the Distribution Account in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. All monies deposited therein from time to time in the Reserve Sub-Account pursuant to this Indenture are held for the benefit of the Noteholders and the CertificateholdersEnhancer, as applicable. (b) On and all investments made with such monies, including all income or prior to the Closing Dateother gain from such investments, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. Noteholders. The Indenture Trustee shall invest any funds in the Note Payment Account and the Reserve Sub-Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (c) On or before each except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the maturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on Permitted Investments, if such investments are made in accordance with the instructions provisions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale this Indenture and Servicing Agreement, the Indenture Trustee shall make, or shall cause is not the Account Bank to make, all withdrawals and deposits to obligor under the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing AgreementPermitted Investment. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On The Indenture Trustee shall establish and maintain, or prior cause to be established and maintained, the Closing DateTrust Accounts, each of which shall be an Eligible Account, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and Noteholders. All amounts held in the name Trust Accounts shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Permitted Investments by the depository institution or trust company then maintaining such Account only upon written direction of the Administrator to the Indenture Trustee; provided, however, that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and until the Administrator provides such written direction, the Indenture Trustee shall not invest funds on deposit in any Trust Account. Funds deposited into a Trust Account on a Business Day after 1:30 p.m. Eastern Time will not be invested until the following Business Day. Investments held in Permitted Investments in the Trust Accounts shall not be sold or disposed of prior to their maturity. Earnings on investment of funds in any Trust Account shall be remitted by the Indenture Trustee upon the Administrator’s request to the account or other location of the Administrator’s designation on the first Business Day of the month following the month in which such earnings on investment of funds is received; provided, that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Trust Accounts for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. Any losses and investment expenses relating to any investment of funds in any Trust Account shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other than investments of funds in the Reserve related Trust Account) as provided in Section 5.01 the related Trust Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Sale Trust Accounts shall be that of the Issuer, and Servicing Agreementthe Issuer shall report for federal, bearing a designation clearly indicating state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Trust Accounts. The Administrator hereby acknowledges that funds deposited therein all amounts on deposit in each Trust Account (excluding investment earnings on deposit in the Trust Accounts) are held in trust by the Indenture Trustee for the benefit of the Noteholders Noteholders, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the Certificateholders, term of this Indenture under the sole dominion and control of the Indenture Trustee. So long as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain Indenture Trustee complies with the Account Bank and in the name provisions of the Issuing Entity, the Reserve Account as provided in this Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement4.1, the Indenture Trustee shall makenot be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Indenture Trustee shall cause have no liability in respect of losses incurred as a result of the Account Bank liquidation of any investment prior to makeits stated maturity or the failure to be provided with timely written investment direction. In order to comply with laws, all withdrawals rules, regulations and deposits executive orders in effect from time to time applicable to banking institutions, including those relating to the Collection Account, Note Distribution Account funding of terrorist activities and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. money laundering (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date“Applicable Law”), the Indenture Trustee shallis required to obtain, or shall cause verify and record certain information relating to individuals and entities which maintain a business relationship with the Account Bank toIndenture Trustee. Accordingly, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) each of the Sale and Servicing Agreement, and allocated pursuant parties agrees to Section 5.06 of the Sale and Servicing Agreement provide to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds upon its request from the Reserve Account time to repay the Outstanding Amount of time such Class of Notes identifying information and documentation as may be available for such party in full. (e) In the event the Notes are declared order to be due and payable following the occurrence of an Event of Default, enable the Indenture Trustee shallto comply with Applicable Law. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be for the Indenture Trustee’s economic self-interest for (a) servicing as investment adviser, administrator, shareholder, servicing agent, custodian or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant sub-custodian with respect to Section 5.06 certain of the Sale and Servicing Agreement Permitted Investments, (b) using Affiliates to Noteholders effect transactions in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; certain Permitted Investments and (vic) to the Holders of the Class C Notes, all amounts allocated to such Holders effecting transactions in respect of principal on the Class C Notes, until paid in fullcertain Permitted Investments. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullSuch compensation is not payable or reimbursable under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Payment Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 3.01 of this Indenture. (b) All monies deposited from time to time in the Sale Payment Account pursuant to the Servicing Agreement and Servicing Agreement, bearing a designation clearly indicating that funds deposited all deposits therein pursuant to this Indenture are held for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders, as applicable. (bc) On Any institution maintaining the Payment Account shall at the direction of the Indenture Trustee invest the funds in such account in Permitted Investments, each of which shall mature not later than (i) the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Indenture, if a Person other than the Indenture Trustee is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Indenture Trustee is the obligor thereon and shall not be sold or disposed of prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish its maturity. All income and maintain with the Account Bank and gain realized from any such investment as well as any interest earned on deposits in the name of the Issuing Entity, the Reserve Payment Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held shall be for the benefit of the Issuing EntityIndenture Trustee. The Indenture shall deposit in the Payment Account an amount equal to the amount of any loss incurred in respect of any such investment immediately upon realization of such loss without right of reimbursement. (cd) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Payment Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes and in its capacity as Certificate Paying Agent to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) Certificateholders in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority set forth in Section 3.05 (except as described above to repay the Outstanding Amount of such Class of Notes otherwise provided in fullSection 5.04(b)).

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (dc) Except as otherwise provided in paragraph paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C B Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultDefault pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in fullrata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (viiv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with (i) in the Account Bank name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Spread Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders as provided in accordance with Sections 5.06 and 5.07 Section 5.1 of the Sale and Servicing Agreement. (db) Except On or before each Payment Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as otherwise provided in paragraph Section 5.3 of the Sale and Servicing Agreement. On or before each Payment Date, the First Principal Payment Amount and Noteholders’ Distributable Amount with respect to the preceding Collection Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement, and the Turbo Principal Payment Amount as of such Payment Date will be transferred to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement. (ec) below, on On each Payment Date and Redemption DateDate prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall, shall deposit or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) Noteholders in the following amountsamounts and in the following order of priority: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes[Reserved]; (ii) to the Holders Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; 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 such Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the Class B Notes, all amounts allocated to total such Holders in respect of interest due on the Class B such Notes; (iii) to the Holders of the Class C NotesA Noteholders, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) an amount equal to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes First Principal Payment Amount in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes until they are paid in full; thenis reduced to zero; (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such ClassNoteholders, until they are paid in full; thenthe Outstanding principal balance of the A-2 Notes is reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes until they are paid in full; thenis reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes until they are paid in full; thenis reduced to zero; (Eiv) to the Class B Notes until they are paid in full; and thenNoteholders, the Class Interest Amount for the Class B Notes; (Fv) to the Class C A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until they are paid the Outstanding principal balance of the A-2 Notes is reduced to zero; (C) to the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes is reduced to zero; (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) to the Class B Noteholders, for payment of principal, until the Outstanding principal balance of the Class B Notes is reduced to zero; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in full. In addition, on the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing AgreementMaturity Date, the Indenture Trustee shallshall distribute to the Class A-1 Noteholders, or shall cause the Account Bank to, apply funds from the Reserve Account amount available in the Note Distribution Account, an amount equal to repay the Outstanding Amount sum of such Class (i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes in fullto zero. (e) In the event the Notes are declared to be due On each Payment Date and payable following the occurrence of Redemption Date, after an Event of DefaultDefault and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: : (i) [Reserved]; (ii) to the Holders of the Class A NotesNoteholders, all amounts allocated to such Holders in respect of interest on the Class Interest Amount for each Class of Class A Notes pro rata based upon Notes; provided, that if there are not sufficient funds in the aggregate Note Distribution Account to pay the entire amount of accrued and unpaid interest then due and payable on such Notes, the amount in the Note Distribution Account shall be applied to the Holders payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes; ; (iiiii) first, to the Holders A-1 Noteholders until the outstanding principal balance of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then ; second to the Holders A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the Class amounts due and payable on the A-2 Notes, the Class A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the Class A-4 outstanding principal balance of the A-2 Notes, pro rata, until paid in full; (iii) A-3 Notes and A-4 Notes has been reduced to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; zero; (iv) to the Holders of Class B Noteholders, the Class Interest Amount for the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; ; (v) to the Holders Class B Noteholders, for payment of principal, until the outstanding principal balance of the Class C Notes, all amounts allocated B Notes is reduced to such Holders in respect of interest on the Class C Notes; and zero; (vi) to the Holders of the Class C Notes[Reserved]; and (vii) thereafter, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee excess shall apply funds from the Reserve Account be deposited in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullCertificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of Issuer or the Noteholders and the CertificateholdersServicer, as applicable, the Issuing Entity shall cause the Servicer Securities Intermediary to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, in the case of the Collection Account and the Reserve Account, the Certificateholders, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing before each Deposit Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 5.01(e), 5.02, 5.04 and 5.11 of the Sale and Servicing Agreement. On or before each Deposit Date, bearing a designation clearly indicating that funds all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.07 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, the Indenture Trustee shall makedistributions and payments, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 extent of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.06(b) of the Sale and Servicing AgreementAgreement or Section 5.04(b), and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:as applicable. (id) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A NotesOn each Payment Date, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: Indenture Trustee (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Interest Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments to the Noteholders, in an amount equal to the accrued and unpaid interest on the Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the Indenture Trustee shall, or amounts available shall cause be applied to the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes in fullNotes. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultOn each Payment Date, the Indenture Trustee shall, or shall cause (based on the Account Bank to, distribute all amounts on deposit information contained in the Note Distribution Account and allocated Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 5.06 4.09 of the Sale and Servicing Agreement Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to Noteholders the Collection Period preceding such Payment Date (including, if applicable, any amount deposited by the Indenture Trustee in respect of damages received from the FDIC pursuant to Section 12.05(e)) and, so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02, make distributions and payments in the following order of priority: : (i) first, to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders Noteholders of the Class A-1 Notes in reduction of principal until the Outstanding Amount of the Class A-1 Notes is reduced has been paid in full; provided that if there are not sufficient funds available to zero, then to pay the Holders Outstanding Amount of the Class A-2 NotesA-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 A-1 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class A-2a Notes and the Class A-4 A-2b Notes, pro rata, based on their respective Outstanding Amounts, in reduction of principal until the Outstanding Amounts of the Class A-2a Notes and Class A-2b Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the Holders Outstanding Amounts of the Class B NotesA-2a Notes and Class A-2b Notes in full, all the amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) available shall be applied to the Holders of the Class B Notes, all amounts allocated to such Holders in respect payment of principal on the Class B NotesA-2a Notes and Class A-2b Notes on a pro rata basis; (iii) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the Outstanding Amount of the Class A-3 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the Holders Outstanding Amount of the Class C NotesA-3 Notes in full, all the amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) available shall be applied to the Holders of the Class C Notes, all amounts allocated to such Holders in respect payment of principal on the Class C NotesA-3 Notes on a pro rata basis; (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until paid in full. If the Outstanding Amount of any the Class of A-4 Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply has been paid in full; provided that if there are not sufficient funds from the Reserve Account in the same order of priority as described above available to repay pay the Outstanding Amount of such the Class of A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; and (v) fifth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders; provided, however, that following the acceleration of the Notes pursuant to Section 5.02, distributions shall be made as provided in clauses FOURTH and FIFTH of Section 5.04(b)(i).

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the Trust Accounts benefit of the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and the Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders, the Enhancer and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other than gain from such investments, are for the Reserve Account) benefit of the Servicer as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) . On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in Payment Account to the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the extent of amounts due and unpaid on Certificateholders from the Notes for principal and interest (including any premium) Distribution Account in the following amounts: order of priority set forth in Section 3.05 (iexcept as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in fullmaturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on the Final Scheduled Payment Date for any Class of NotesPermitted Investments, if the Outstanding Amount of any Class of Notes remains greater than zero, such investments are made in accordance with the instructions provisions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale this Indenture and Servicing Agreement, the Indenture Trustee shall, or shall cause is not the Account Bank to, apply funds from obligor under the Reserve Account to repay the Outstanding Amount of such Class of Notes in fullPermitted Investment. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) If there is a Funding Period, on or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account Account, Reserve Account, the Pre-Funding Account, if any, and Reserve Account the Negative Carry Account, if any, and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (dc) Except as otherwise provided in paragraph paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C B Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes pro rata, based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultDefault pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in fullrata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (viiv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. (f) [Reserved]. (g) If there is a Funding Period, subject to Sections 8.02(d) and 8.02(e), on the Payment Date immediately following the calendar month in which the Funding Period ends, the Indenture Trustee shall apply any and all amounts deposited into the Note Distribution Account pursuant to Section 5.01(d) of the Sales and Servicing Agreement to the repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (d), or (e), as applicable.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with (i) in the Account Bank name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Spread Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders as provided in accordance with Sections 5.06 and 5.07 Section 5.1 of the Sale and Servicing Agreement. (db) Except On or before each Payment Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as otherwise provided in paragraph Section 5.3 of the Sale and Servicing Agreement. On or before each Payment Date, the First Principal Payment Amount and Noteholders’ Distributable Amount with respect to the preceding Collection Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement, and the Turbo Principal Payment Amount as of such Payment Date will be transferred to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement. (ec) below, on On each Payment Date and Redemption DateDate prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall, shall deposit or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) Noteholders in the following amountsamounts and in the following order of priority: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes[Reserved]; (ii) to the Holders Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; 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 such Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the Class B Notes, all amounts allocated to total such Holders in respect of interest due on the Class B such Notes; (iii) to the Holders of the Class C NotesA Noteholders, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) an amount equal to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes First Principal Payment Amount in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes until they are paid in full; thenis reduced to zero; (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such ClassNoteholders, until they are paid in full; thenthe Outstanding principal balance of the A-2 Notes is reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes until they are paid in fullis reduced to zero; thenand (D) to the Class A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes until they are paid in full; thenis reduced to zero; (Eiv) to the Class B Notes until they are paid in full; and thenNoteholders, the Class Interest Amount for the Class B Notes; (Fv) to the Class C A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until they are paid the Outstanding principal balance of the A-2 Notes is reduced to zero; (C) to the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes is reduced to zero; and (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) to the Class B Noteholders, for payment of principal, until the Outstanding principal balance of the Class B Notes is reduced to zero; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in full. In addition, on the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing AgreementMaturity Date, the Indenture Trustee shallshall distribute to the Class A-1 Noteholders, or shall cause the Account Bank to, apply funds from the Reserve Account amount available in the Note Distribution Account, an amount equal to repay the Outstanding Amount sum of such Class (i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes in fullto zero. (e) In the event the Notes are declared to be due On each Payment Date and payable following the occurrence of Redemption Date, after an Event of DefaultDefault and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: : (i) [Reserved]; (ii) to the Holders of the Class A NotesNoteholders, all amounts allocated to such Holders in respect of interest on the Class Interest Amount for each Class of Class A Notes pro rata based upon Notes; provided, that if there are not sufficient funds in the aggregate Note Distribution Account to pay the entire amount of accrued and unpaid interest then due and payable on such Notes, the amount in the Note Distribution Account shall be applied to the Holders payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes; ; (iiiii) first, to the Holders A-1 Noteholders until the outstanding principal balance of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then ; second to the Holders A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the Class amounts due and payable on the A-2 Notes, the Class A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the Class A-4 outstanding principal balance of the A-2 Notes, pro rata, until paid in full; (iii) A-3 Notes and A-4 Notes has been reduced to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; zero; (iv) to the Holders of Class B Noteholders, the Class Interest Amount for the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; ; (v) to the Holders Class B Noteholders, for payment of principal, until the outstanding principal balance of the Class C Notes, all amounts allocated B Notes is reduced to such Holders in respect of interest on the Class C Notes; and zero; (vi) to the Holders of the Class C Notes[Reserved]; and (vii) thereafter, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee excess shall apply funds from the Reserve Account be deposited in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullCertificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (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, (i) for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name each of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) Note Payment Account as provided in Section 5.01 Sections 4.1, 4.7 and 5.1 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held Agreement and (ii) for the exclusive benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing DateNoteholders, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Note Payment Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c4.1(b) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (db) Except as otherwise provided in paragraph (e) below, on On or before each Payment Date and Redemption Date, the Indenture Trustee shall, or Servicer shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than Collection Account all amounts required to be deposited therein with respect to the related Collection Period as provided in the Note Distribution Account pursuant to Section 5.01(d) Sections 4.2 and 4.4 of the Sale and Servicing Agreement. On or before each Payment Date, and allocated all amounts required to be deposited in the Note Payment Account with respect to the related Collection Period pursuant to Section 5.06 Sections 4.6 and 4.7 of the Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Collection Account and/or the Reserve Account and deposited to the Note Payment Account for payment to Noteholders in respect of accordance with Section 2.8 on such Payment Date. The Indenture Trustee shall direct the Notes applicable Swap Counterparties to the extent of amounts due deposit, and unpaid shall otherwise cause to be deposited on the Notes for principal and interest (including each Payment Date, any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest Net Swap Receipts then due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in fullCollection Account. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from direct the Reserve Account in applicable Swap Counterparties to deposit, and shall otherwise cause to be deposited, all Swap Termination Payments paid by Swap Counterparties to the same order Trust into the Collection Account; provided, that, upon direction of priority as described above to repay the Outstanding Amount Issuer, the Indenture Trustee may retain a part or all of such Class of Notes in fullSwap Termination Payments to be applied as an initial payment to a replacement Swap Counterparty or Swap Counterparties, and provided further that the Indenture Trustee shall promptly deposit any retained amounts that are not so applied to the Collection Account.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, in the case of the Collection Account and the Reserve Account, the Certificateholders, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing before each Deposit Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 5.01(e), 5.02, 5.04 and 5.11 of the Sale and Servicing Agreement. On or before each Deposit Date, bearing a designation clearly indicating that funds all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.07 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, the Indenture Trustee shall makedistributions and payments, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 extent of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.06(b) of the Sale and Servicing AgreementAgreement or Section 5.04(b), and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:as applicable. (id) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A NotesOn each Payment Date, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: Indenture Trustee (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Interest Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments to the Noteholders, in an amount equal to the accrued and unpaid interest on the Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the Indenture Trustee shall, or amounts available shall cause be applied to the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes in fullNotes. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultOn each Payment Date, the Indenture Trustee shall, or shall cause (based on the Account Bank to, distribute all amounts on deposit information contained in the Note Distribution Account and allocated Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 5.06 4.09 of the Sale and Servicing Agreement Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to Noteholders the Collection Period preceding such Payment Date (including, if applicable, any amount deposited by the Indenture Trustee in respect of damages received from the FDIC pursuant to Section 12.05(e)) and, so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02, make distributions and payments in the following order of priority: : (i) first, to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders Noteholders of the Class A-1 Notes in reduction of principal until the Outstanding Amount of the Class A-1 Notes is reduced has been paid in full; provided that if there are not sufficient funds available to zero, then to pay the Holders Outstanding Amount of the Class A-2 NotesA-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 A-1 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class A-2a Notes and the Class A-4 A-2b Notes, pro rata, based on their respective Outstanding Amounts, in reduction of principal until the Outstanding Amounts of the Class A-2a Notes and Class A-2b Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the Holders Outstanding Amounts of the Class B NotesA-2a Notes and Class A-2b Notes in full, all the amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) available shall be applied to the Holders of the Class B Notes, all amounts allocated to such Holders in respect payment of principal on the Class B NotesA-2a Notes and Class A-2b Notes on a pro rata basis; (iii) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the Outstanding Amount of the Class A-3 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the Holders Outstanding Amount of the Class C NotesA-3 Notes in full, all the amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) available shall be applied to the Holders of the Class C Notes, all amounts allocated to such Holders in respect payment of principal on the Class C NotesA-3 Notes on a pro rata basis; (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until paid in full. If the Outstanding Amount of any the Class of A-4 Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply has been paid in full; provided that if there are not sufficient funds from the Reserve Account in the same order of priority as described above available to repay pay the Outstanding Amount of such the Class of A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; and (v) fifth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders; provided, however, that following the acceleration of the Notes pursuant to Section 5.02, distributions shall be made as provided in clauses FOURTH and FIFTH of Section 5.04(b)(i).

Trust Accounts. (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, (i) for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name each of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) Negative Carry Account and the Note Payment Account as provided in Section 5.01 Sections 4.1, 4.7 and 5.1 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held Agreement and (ii) for the exclusive benefit of the Noteholders Noteholders, the Negative Carry Account and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Note Payment Account as provided in Section 5.01 of the Sale Sections 4.1(d) and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c4.1(e) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (db) Except as otherwise provided in paragraph (e) below, on On or before each Payment Date and Redemption Date, the Indenture Trustee shall, or Servicer shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than Collection Account all amounts required to be deposited therein with respect to the related Collection Period as provided in the Note Distribution Account pursuant to Section 5.01(d) Sections 4.2 and 4.4 of the Sale and Servicing Agreement. On or before each Payment Date, and allocated all amounts required to be deposited in the Note Payment Account with respect to the related Collection Period pursuant to Section 5.06 Sections 4.6 and 4.7 of the Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Collection Account and/or the Reserve Account and deposited to the Note Payment Account for payment to Noteholders in respect of accordance with Section 2.8 on such Payment Date. The Indenture Trustee shall direct the Notes Swap Counterparty to the extent of amounts due deposit, and unpaid shall otherwise cause to be deposited on the Notes for principal and interest (including each Payment Date, any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest Net Swap Receipts then due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in fullCollection Account. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from direct the Reserve Account in Swap Counterparty to deposit, and shall otherwise cause to be deposited, all Swap Termination Payments paid by the same order Swap Counterparty to the Trust into the Collection Account; provided, that, upon direction of priority as described above to repay the Outstanding Amount Issuer, the Indenture Trustee may retain a part or all of such Class of Notes in fullSwap Termination Payments to be applied as an initial payment to a replacement Swap Counterparty, and provided further that the Indenture Trustee shall promptly deposit any retained amounts that are not so applied to the Collection Account.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, in the case of the Collection Account and the Reserve Account, the Certificateholders, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing before each Deposit Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 5.01(e), 5.02, 5.04 and 5.11 of the Sale and Servicing Agreement. On or before each Deposit Date, bearing a designation clearly indicating that funds all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.07 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, the Indenture Trustee shall makedistributions and payments, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 extent of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.06(b) of the Sale and Servicing AgreementAgreement or Section 5.04(b), and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:as applicable. (id) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A NotesOn each Payment Date, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: Indenture Trustee (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Interest Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments to the Noteholders, in an amount equal to the accrued and unpaid interest on the Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the Indenture Trustee shall, or amounts available shall cause be applied to the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes in fullNotes. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultOn each Payment Date, the Indenture Trustee shall, or shall cause (based on the Account Bank to, distribute all amounts on deposit information contained in the Note Distribution Account and allocated Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 5.06 4.09 of the Sale and Servicing Agreement Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to Noteholders the Collection Period preceding such Payment Date (including, if applicable, any amount deposited by the Indenture Trustee in respect of damages received from the FDIC pursuant to Section 12.05(e)) and, so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02, make distributions and payments in the following order of priority: : (i) first, to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders Noteholders of the Class A-1 Notes in reduction of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until has been paid in full; (iii) provided that if there are not sufficient funds available to pay the Holders Outstanding Amount of the Class B NotesA-1 Notes in full, all the amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) available shall be applied to the Holders of the Class B Notes, all amounts allocated to such Holders in respect payment of principal on the Class B NotesA-1 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class A-2 Notes in reduction of principal until the Outstanding Amount of the Class A-2 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the Holders Outstanding Amount of the Class C NotesA-2 Notes in full, all the amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) available shall be applied to the Holders of the Class C Notes, all amounts allocated to such Holders in respect payment of principal on the Class C NotesA-2 Notes on a pro rata basis; (iii) third, to the Noteholders of the Class A-3 Notes in reduction of principal until paid in full. If the Outstanding Amount of any the Class of A-3 Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply has been paid in full; provided that if there are not sufficient funds from the Reserve Account in the same order of priority as described above available to repay pay the Outstanding Amount of such the Class of A-3 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the Outstanding Amount of the Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; and (v) fifth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders; provided, however, that following the acceleration of the Notes pursuant to Section 5.02, distributions shall be made as provided in clauses FOURTH and FIFTH of Section 5.04(b)(i).

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) If there is a Funding Period, on or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account Account, Reserve Account, the Pre-Funding Account, if any, and Reserve Account the Negative Carry Account, if any, and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. Not less than eight (8) days prior to each Payment Date, the Indenture Trustee shall give notice to each Eligible Institution that holds Eligible Investments in money market deposit accounts in a Trust Account that on such Payment Date the Indenture Trustee may be withdrawing all funds from the applicable Trust Account. (dc) Except as otherwise provided in paragraph paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C B Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultDefault pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in fullrata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; Notes and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (viiv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. (f) [Reserved]. (g) If there is a Funding Period, subject to Sections 8.02(d) and 8.02(e), on the Payment Date immediately following the calendar month in which the Funding Period ends, the Indenture Trustee shall apply any and all amounts deposited into the Note Distribution Account pursuant to Section 5.01(d) of the Sales and Servicing Agreement to the repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (d), or (e), as applicable.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish with the Paying Agent on its behalf and maintain the Trust Accounts for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in day required by Section 5.01 5.02 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds all Available Collections will be deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Collection Account as provided in Section 4.09 5.02 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make. On each Payment Date, all withdrawals and deposits amounts required to be distributed from the Collection Account, Note Account and Principal Distribution Account pursuant to Section 5.04 of the Sale and Reserve Account Servicing Agreement will be transferred from such accounts and shall make all distributions to Certificateholders distributed in accordance with Sections 5.06 and 5.07 Section 5.04 of the Sale and Servicing Agreement. (d) Except as otherwise provided ; provided, however, that following the occurrence and during the continuation of an Event of Default which has resulted in paragraph (e) belowan acceleration of the Notes, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Collection Account, other than amounts deposited in the Note Principal Distribution Account and Reserve Account shall be applied pursuant to Section 5.01(d5.04. (c) Interest on and principal of each Note shall be payable in accordance with the instruction of the Servicer given to the Indenture Trustee from and to the extent of funds available in accordance with Section 5.04 of the Sale and Servicing Agreement, . The final payment of principal of and allocated interest on each Note (or payment of the Redemption Price thereof in the case of a Note called for redemption pursuant to Section 5.06 Article Ten) shall be payable only upon presentation and surrender thereof at the Corporate Trust Office or at the office of any Paying Agent. (d) No interest will accrue with respect to any Note from and after the Sale and Servicing Agreement to Noteholders in related Final Scheduled Payment Date with respect of the Notes thereto to the extent of that all amounts due and unpaid owing with respect to such Notes were Paid in full on the Notes for principal and interest (including any premium) in the following amounts:such Payment Date. (ie) to So long as the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on Indenture Trustee shall be the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A NotesPaying Agent, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect Indenture Trustee shall make payments of principal on the Notes will be paid to from amounts deposited into the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Principal Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect shall make payment of interest on the Class A Notes pro rata based upon from amounts deposited into the aggregate amount of accrued and unpaid interest due and payable to Collection Account; provided, however, that if the Holders of such Notes; (ii) to Owner Trustee has removed the Holders of Indenture Trustee as the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) abovePaying Agent, the Indenture Trustee shall apply funds from distribute such amounts to the Reserve Account Paying Agent as instructed by the Owner Trustee. If an Event of Default has occurred and the Notes have been accelerated under Section 5.02, then amounts then held in the same order of priority Collection Account shall be treated by the Indenture Trustee as described above money or property collected pursuant to repay the Outstanding Amount of such Class of Notes Article Five and shall be applied as provided in fullSection 5.04(b).

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with (i) in the Account Bank name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Spread Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders as provided in accordance with Sections 5.06 and 5.07 Section 5.1 of the Sale and Servicing Agreement. (db) Except On or before each Payment Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as otherwise provided in paragraph Section 5.3 of the Sale and Servicing Agreement. On or before each Payment Date the Noteholders’ Distributable Amount with respect to the preceding Collection Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement, and the Note Monthly Additional Principal Distributable Amount as of such Payment Date will be transferred to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement. (ec) below, on On each Payment Date and Redemption DateDate prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall, shall deposit or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) Noteholders in the following amountsamounts and in the following order of priority: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes[Reserved]; (ii) to the Holders Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; 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 such Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the Class B Notes, all amounts allocated to total such Holders in respect of interest due on the Class B such Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes[Reserved]; (iv) [Reserved]; (v) to the Holders of the Class A NotesNoteholders, the Class B Notes and the Class C Notesfor payment of principal, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes until they are paid in full; thenis reduced to zero; (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A2-b Noteholders ratably, until the Outstanding principal balance of the A-2a and the A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; thenis reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes until they are paid in fullis reduced to zero; thenand (D) to the Class A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes until they are paid in full; thenis reduced to zero; (Evi) to the Class B Notes until they are paid in full; and then[Reserved]; (Fvii) to [Reserved]; and (viii) thereafter, any excess shall be deposited in the Class C Notes until they are paid in full. In addition, on Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing AgreementMaturity Date, the Indenture Trustee shallshall distribute to the Class A-1 Noteholders, or shall cause the Account Bank to, apply funds from the Reserve Account amount available in the Note Distribution Account, an amount equal to repay the Outstanding Amount sum of such Class (i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes in fullto zero. (e) In the event the Notes are declared to be due On each Payment Date and payable following the occurrence of Redemption Date, after an Event of DefaultDefault and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: : (i) [Reserved]; (ii) to the Holders of the Class A NotesNoteholders, all amounts allocated to such Holders in respect of interest on the Class Interest Amount for each Class of Class A Notes pro rata based upon Notes; provided, that if there are not sufficient funds in the aggregate Note Distribution Account to pay the entire amount of accrued and unpaid interest then due and payable on such Notes, the amount in the Note Distribution Account shall be applied to the Holders payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes; ; (iiiii) first, to the Holders A-1 Noteholders until the outstanding principal balance of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then ; second to the Holders A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the Class amounts due and payable on the A-2 Notes, the Class A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the Class A-4 outstanding principal balance of the A-2 Notes, pro rata, until paid in full; (iii) A-3 Notes and A-4 Notes has been reduced to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; zero; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; [Reserved]; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and [Reserved]; (vi) to the Holders of the Class C Notes[Reserved]; and (vii) thereafter, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee excess shall apply funds from the Reserve Account be deposited in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullCertificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, in the case of the Collection Account and the Reserve Account, the Certificateholders, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing before each Deposit Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 5.01(e), 5.02, 5.04 and 5.11 of the Sale and Servicing Agreement. On or before each Deposit Date, bearing a designation clearly indicating that funds all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.07 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 the provisions of Section 5.06(b) of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on On each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Interest Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments to the Noteholders, in an amount equal to the accrued and unpaid interest on the Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the Indenture Trustee shall, or amounts available shall cause be applied to the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes in fullNotes. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultOn each Payment Date, the Indenture Trustee shall, or shall cause (based on the Account Bank to, distribute all amounts on deposit information contained in the Note Distribution Account and allocated Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 5.06 4.09 of the Sale and Servicing Agreement Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to Noteholders the Collection Period preceding such Payment Date (including, if applicable, any amount deposited by the Indenture Trustee in respect of damages received from the FDIC pursuant to Section 12.05(e)) and, so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02, make distributions and payments in the following order of priority: : (i) first, to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders Noteholders of the Class A-1 Notes in reduction of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until has been paid in full; (iii) provided that if there are not sufficient funds available to pay the Holders Outstanding Amount of the Class B NotesA-1 Notes in full, all the amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) available shall be applied to the Holders of the Class B Notes, all amounts allocated to such Holders in respect payment of principal on the Class B NotesA-1 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class A-2 Notes in reduction of principal until the Outstanding Amount of the Class A-2 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the Holders Outstanding Amount of the Class C NotesA-2 Notes in full, all the amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) available shall be applied to the Holders of the Class C Notes, all amounts allocated to such Holders in respect payment of principal on the Class C NotesA-2 Notes on a pro rata basis; (iii) third, to the Noteholders of the Class A-3 Notes in reduction of principal until paid in full. If the Outstanding Amount of any the Class of A-3 Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply has been paid in full; provided that if there are not sufficient funds from the Reserve Account in the same order of priority as described above available to repay pay the Outstanding Amount of such the Class of A-3 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the Outstanding Amount of the Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; and (v) fifth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders; provided, however, that following the acceleration of the Notes pursuant to Section 5.02, distributions shall be made as provided in clauses THIRD and FOURTH of Section 5.04(b)(i).

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (dc) Except as otherwise provided in paragraph paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C B Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, Notes pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, Class until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultDefault pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in fullrata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (viiv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata rata, to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, Class until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the Trust Accounts benefit of the Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and the Credit Enhancer, the Note Payment Account as provided in Section 3.01 of this Indenture. (b) All monies deposited from time to time in the Note Payment Account pursuant to the Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders, the Credit Enhancer and the Certificate Paying Agent, on behalf of the Certificateholders, and all investments made with such monies, including all income or other than gain from such investments, are for the Reserve Account) benefit of the Servicer as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) . On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in Payment Account to the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes and, in its capacity as Certificate Paying Agent, to the extent of amounts due and unpaid on Certificateholders from the Notes for principal and interest (including any premium) Distribution Account in the following amounts: order of priority set forth in Section 3.05 (iexcept as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. The Indenture Trustee shall invest any funds in the Note Payment Account in Permitted Investments selected in writing by the Servicer maturing no later than the Business Day preceding the next succeeding Payment Date (except that any investment in the institution with which the Note Payment Account is maintained may mature on such Payment Date) and shall not be sold or disposed of prior to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in fullmaturity. In addition, such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall have no liability whatsoever for investment losses on the Final Scheduled Payment Date for any Class of NotesPermitted Investments, if the Outstanding Amount of any Class of Notes remains greater than zero, such investments are made in accordance with the instructions provisions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale this Indenture and Servicing Agreement, the Indenture Trustee shall, or shall cause is not the Account Bank to, apply funds from obligor under the Reserve Account to repay the Outstanding Amount of such Class of Notes in fullPermitted Investment. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (dc) Except as otherwise provided in paragraph (ed) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and Notes, the Class C Notes, the Class D Notes and the Class E Notes all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes, Class C Notes, the Class D Notes and the Class C E Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 B Notes until they are paid in full; then (E) to the Class B C Notes until they are paid in full; then (F) to the Class D Notes until they are paid in full; and then (FG) to the Class C E Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full; (vii) to the Holders of the Class D Notes, all amounts allocated to such Holders in respect of principal on the Class D Notes, until paid in full; and (viii) to the Holders of the Class E Notes, all amounts allocated to such Holders in respect of principal on the Class E Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viviii) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 5.02 and 5.09 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 5.03 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, the Indenture Trustee shall makedistributions and payments, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 extent of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.05(b) of the Sale and Servicing Agreement, and allocated pursuant Agreement (as to Section 5.06 of which Issuer shall cause Servicer to timely provide the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notesrelated instructions). On each Payment Date, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: Indenture Trustee (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Interest Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments to the Holders of Notes, the accrued and unpaid interest on the Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (d) On each Payment Date, except as provided in Section 5.04(b), the Indenture Trustee shall, or shall cause (based on the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit information contained in the Note Distribution Account and allocated Servicer’s report delivered on or before the related Determination Date pursuant to Section 5.06 4.09 of the Sale and Servicing Agreement Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to Noteholders the Collection Period preceding such Payment Date and make distributions and payments in the following order of priority: : (i) first, to the Holders of the Class A Notes, all amounts allocated to such Holders the Principal Distributable Amount in respect the following order of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable priority: (A) first, to the Holders of such Notes; (ii) to the Holders Noteholders of the Class A NotesA-1 Notes in reduction of principal until the principal amount of the Outstanding Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, all the amounts allocated available shall be applied to such Holders in respect the payment of principal on the Class A NotesA-1 Notes on a pro rata basis; (B) second, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders Noteholders of the Class A-2 Notes, Notes in reduction of principal until the principal amount of the Outstanding Class A-3 A-2 Notes and the Class A-4 Notes, pro rata, until has been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect payment of principal on the Class B NotesA-2 Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect payment of principal on the Class C NotesA-3 Notes on a pro rata basis; (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full. If ; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; and (ii) second, to the Certificateholders, any amounts remaining in the Principal Distribution Account.

Trust Accounts. (a) On The Indenture Trustee shall establish and maintain, or prior cause to be established and maintained, the Closing DateTrust Accounts, each of which shall be an Eligible Account, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and Secured Parties. All amounts held in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve any Sinking Fund Account) as provided shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Section 5.01 Permitted Investments by the depository institution or trust company then maintaining such Account only upon written direction of the Sale Administrator to the Indenture Trustee; provided, however, that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and Servicing Agreementuntil the Administrator provides such written direction, bearing the Indenture Trustee shall not invest funds on deposit in any Trust Account (other than any Sinking Fund Account). Funds deposited into a Trust Account on a Business Day after 1:30 p.m. New York City time will not be invested until the following Business Day. Investments held in Permitted Investments in the Trust Accounts (other than any Sinking Fund Account) shall not be sold or disposed of prior to their maturity (unless a Facility Early Amortization Event has occurred). Earnings on investment of funds in any Trust Account (other than any Sinking Fund Account) shall be remitted by the Indenture Trustee upon the Administrator’s request to the account or other location of the Administrator’s designation clearly indicating on the first (1st) Business Day of the month following the month in which such earnings on investment of funds is received; provided, that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Trust Accounts (other than any Sinking Fund Account) for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. Any losses and investment expenses relating to any investment of funds in any Trust Account (other than any Sinking Fund Account) shall be for the account of the Administrator, which shall deposit or cause to be deposited therein the amount of such loss (to the extent not offset by income from other investments of funds in the related Trust Account) in the related Trust Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Trust Accounts (other than any Sinking Fund Account) shall be that of the Issuer, and the Issuer shall report for federal, state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Trust Account (other than any Sinking Fund Account). The Administrator hereby acknowledges that all amounts on deposit in each Trust Account (excluding investment earnings on deposit in the Trust Accounts), other than any Sinking Fund Account, are held in trust by the Indenture Trustee for the benefit of the Noteholders Secured Parties, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the Certificateholdersterm of this Indenture under the sole dominion and control of the Indenture Trustee. All amounts held in any Sinking Fund Account shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Sinking Fund Permitted Investments by the depository institution or trust company then maintaining such Sinking Fund Account only upon written direction of the Administrator to the Indenture Trustee; provided, however, that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and until the Administrator provides such written direction, the Indenture Trustee shall not invest funds on deposit in any Sinking Fund Account. Funds deposited into a Sinking Fund Account on a Business Day after 1:30 p.m. New York City time will not be invested until the following Business Day. Investments held in Sinking Fund Permitted Investments in any Sinking Fund Account shall not be sold or disposed of prior to their maturity (unless a Facility Early Amortization Event has occurred). Earnings on investment of funds in any Sinking Fund Account shall be remitted by the Indenture Trustee upon the Administrator’s request to the account or other location of the Administrator’s designation on the first (1st) Business Day of the month following the month in which such earnings on investment of funds is received; provided, that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Sinking Fund Accounts for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. . Any losses and investment expenses relating to any investment of funds in any Sinking Fund Account shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and extent not offset by income from other investments of funds in the name related Sinking Fund Account) in the related Sinking Fund Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Issuing Entity, the Reserve Account as provided in Section 5.01 Sinking Fund Accounts shall be that of the Sale Issuer, and Servicing Agreementthe Issuer shall report for federal, bearing a designation clearly indicating state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Sinking Fund Account. The Administrator hereby acknowledges that funds deposited therein all amounts on deposit in each Sinking Fund Account (excluding investment earnings on deposit in the Sinking Fund Accounts) are held in trust by the Indenture Trustee for the benefit of the Issuing Entity. (c) On or before each Payment DateNoteholders, in accordance subject to any express rights of the Issuer set forth herein, and shall remain at all times during the term of this Indenture under the sole dominion and control of the Indenture Trustee. So long as the Indenture Trustee complies with the instructions provisions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to this Section 4.09 of the Sale and Servicing Agreement4.1, the Indenture Trustee shall makenot be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Indenture Trustee shall cause have no liability in respect of losses incurred as a result of the Account Bank liquidation of any investment prior to makeits stated maturity or the failure to be provided with timely written investment direction. In order to comply with laws, all withdrawals rules, regulations and deposits executive orders in effect from time to time applicable to banking institutions, including those relating to the Collection Account, Note Distribution Account funding of terrorist activities and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. money laundering (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date“Applicable Law”), the Indenture Trustee shallis required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with Applicable Law. All parties to this Indenture agree, and each Noteholder of each Series by its acceptance of the related Note will be deemed to have agreed, that such Noteholder shall have no claim or shall cause interest in the Account Bank to, distribute all amounts on deposit in any Trust Account created under this Indenture or any related Indenture Supplement related to an unrelated Series except as expressly provided herein or therein. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be for the Note Distribution AccountIndenture Trustee’s economic self-interest for (a) serving as investment adviser, other than amounts deposited in the Note Distribution Account pursuant administrator, shareholder, servicing agent, custodian or sub-custodian with respect to Section 5.01(d) certain of the Sale Permitted Investments and Servicing AgreementSinking Fund Permitted Investments, (b) using Affiliates to effect transactions in certain Permitted Investments and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; Sinking Fund Permitted Investments and (vic) to the Holders of the Class C Notes, all amounts allocated to such Holders effecting transactions in respect of principal on the Class C Notes, until paid in fullcertain Permitted Investments and Sinking Fund Permitted Investments. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullSuch compensation is not payable or reimbursable under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to shall establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders, the Hedge Counterparties, and the Certificateholder, the Trust Accounts (other than the Reserve AccountPrincipal and Interest Accounts which shall be in the name of the Servicer) as provided in Section 5.01 7.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior All funds required to be deposited in the Principal and Interest Account with respect to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and preceding Due Period will be deposited in the name of the Issuing Entity, the Reserve Principal and Interest Account as provided in Section 5.01 7.01 of the Sale and Servicing Agreement. On or before each Determination Date, bearing a designation clearly indicating that funds deposited therein are held for the benefit Collections with respect to the preceding Due Period will be transferred from the Principal and Interest Account to the Note Distribution Account as provided in Section 7.05 of the Issuing EntitySale and Servicing Agreement. (c) On or before each Payment Remittance Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause distribute all amounts on deposit in the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account to Noteholders in respect of each Class of Notes, to the Hedge Counterparties in respect of the Hedge Agreements, and Reserve Account and shall make all distributions to Certificateholders the Paying Agent under the Trust Agreement, for distribution to the Holders of the Trust Certificates in accordance with Sections 5.06 and 5.07 the provisions of Section 7.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts All moneys deposited from time to time in the Note Distribution Account pursuant to Section 5.01(d) the Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Noteholders and the Hedge Counterparties and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Noteholders and the Hedge Counterparties as provided by the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 . (e) The proceeds of any purchase or sale of the Sale and Servicing Agreement to Noteholders in respect assets of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) Issuer described in Section 10.01 hereof shall be deposited in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes Note Distribution Account. The Indenture Trustee shall invest any funds in the following order of priority: (A) to the Class A-1 Notes until they are paid Note Distribution Account as provided in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 5.02 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 5.03 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, the Indenture Trustee shall makedistributions and payments, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 extent of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.05(b) of the Sale and Servicing Agreement, and allocated pursuant Agreement (as to Section 5.06 of which Issuer shall cause Servicer to timely provide the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notesrelated instructions). On each Payment Date, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: Indenture Trustee (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, ) shall withdraw the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Interest Distribution Account with respect to the Collection Period preceding such Payment Date and allocated pursuant to Section 5.06 of the Sale make distributions and Servicing Agreement to Noteholders payments in the following order of priority: : (i) first, to the Holders Noteholders of Class A Notes, the accrued and unpaid interest on the Class A Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, all the amounts allocated available shall be applied to the payment of such Holders in respect of interest on the Class A Notes on a pro rata basis based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders on each Class of such Class A Notes; ; (ii) second, to the Holders Noteholders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of the accrued and unpaid interest on the Class B Notes; (iv) provided that if there are not sufficient funds available to pay the Holders entire amount of the Class B Notes, all amounts allocated to such Holders in respect of principal accrued and unpaid interest on the Class B Notes, until paid in full; (v) the amounts available shall be applied to the Holders payment of such interest on the Class B Notes on a pro rata basis; (iii) third, to the Noteholders of Class C Notes, all amounts allocated to such Holders in respect of the accrued and unpaid interest on the Class C Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and (vi) to the Holders of unpaid interest on the Class C Notes, all the amounts allocated available shall be applied to the payment of such Holders interest on the Class C Notes on a pro rata basis; and (iv) fourth, to the Noteholders of Class D Notes, the accrued and unpaid interest on the Class D Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class D Notes, the amounts available shall be applied to the payment of such interest on the Class D Notes on a pro rata basis. (d) On each Payment Date, except as provided in Section 5.04(b), the Indenture Trustee (based on the information contained in the Servicer’s report delivered on or before the related Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments in the following order of priority: (i) first, to the Noteholders of the Class A Notes, the Class A Principal Distributable Amount in the following order of priority: (A) first, to the Noteholders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; (B) second, to the Noteholders of the Class A-2 Notes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B Notes in reduction of principal, the Class B Principal Distributable Amount until the principal amount of the Outstanding Class B Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the payment of principal on the Class B Notes on a pro rata basis; (iii) third, to the Noteholders of the Class C Notes in reduction of principal, the Class C Principal Distributable Amount until the principal amount of the Outstanding Class C Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the payment of principal on the Class C NotesNotes on a pro rata basis; (iv) fourth, to the Noteholders of the Class D Notes in reduction of principal, the Class D Principal Distributable Amount until the principal amount of the Outstanding Class D Notes has been paid in full. If ; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Amount Class D Notes in full, the amounts available shall be applied to the payment of any principal on the Class of D Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), on a pro rata basis; and (v) and (vi) abovefifth, to the Indenture Trustee shall apply funds from the Reserve Account Certificateholders, any amounts remaining in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullPrincipal Distribution Account.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders and the Credit Enhancer, the Reserve Payment Account as provided in Section 5.01 3.01 of this Indenture. (b) All monies deposited from time to time in the Sale Payment Account pursuant to the Servicing Agreement and Servicing Agreement, bearing a designation clearly indicating that funds deposited all deposits therein pursuant to this Indenture are held for the benefit of the Issuing EntityNoteholders and the Certificate Paying Agent, on behalf of the Certificateholders and all investments made with such monies including all income or other gain from such investments are for the benefit of the Master Servicer as provided by the Servicing Agreement. On each Payment Date during the Funding Period the Indenture Trustee shall withdraw Net Principal Collections from the Payment Account and deposit Net Principal Collections to the Funding Account. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Payment Account (after giving effect to the withdrawal referred to in the preceding paragraph) to Noteholders in respect of the Notes and in its capacity as Certificate Paying Agent to Certificateholders in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b). The Master Servicer may direct the Indenture Trustee to invest any funds in the Payment Account in Eligible Investments maturing no later than the Business Day preceding each Payment Date and shall not be sold or disposed of prior to the maturity. Unless otherwise instructed by the Master Servicer, the Indenture Trustee shall invest all funds in the Payment Account in Eligible Investments. (c) On or before the Closing Date the Issuing Entity shall open, at the Corporate Trust Office, an account which shall be the "Funding Account". The Master Servicer may direct the Indenture Trustee to invest any funds in the Funding Account in Eligible Investments maturing no later than the Business Day preceding each Payment Date, in accordance with Date and shall not be sold or disposed of prior to the instructions of maturity. Unless otherwise instructed by the Master Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall makeinvest all funds in the Payment Account in its Corporate Trust Short Term Investment Fund so long as it is an Eligible Investment. During the Funding Period, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, any amounts received by the Indenture Trustee shallin respect of Net Principal Collections for deposit in the Funding Account, together with any Eligible Investments in which such monies are or will be invested or reinvested during the term of the Notes, shall cause be held by the Indenture Trustee in the Funding Account Bank toas part of the Trust Estate, distribute all amounts subject to disbursement and withdrawal as herein provided: Amounts on deposit in the Note Distribution Account, other than Funding Account in respect of Net Principal Collections may be withdrawn on each Deposit Date and (1) paid to the Issuing Entity in payment for Additional Loans by the deposit of such amount to the Collection Account and (2) at the end of the Funding Period any amounts remaining in the Funding Account after the withdrawal called for by clause (1) shall be deposited in the Note Distribution Payment Account pursuant to Section 5.01(d) be included in the payment of principal on the Payment Date that is the last day of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:Funding Period. (i) to Any investment in the Holders of Class A Notes, all amounts allocated to institution with which the Funding Account is maintained may mature on such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued Payment Date and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to any other investment may mature on such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply advance funds from on such Payment Date to the Reserve Funding Account in the same order amount payable on such investment on such Payment Date, pending receipt thereof to the extent necessary to make distributions on the Notes and the Certificates) and shall not be sold or disposed of priority as described above prior to repay the Outstanding Amount of such Class of Notes in fullmaturity.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders and the Credit Enhancer, the Reserve Payment Account as provided in Section 5.01 3.01 of this Indenture. (b) All monies deposited from time to time in the Sale Payment Account pursuant to the Servicing Agreement and Servicing Agreement, bearing a designation clearly indicating that funds deposited all deposits therein pursuant to this Indenture are held for the benefit of the Issuing EntityNoteholders and the Certificate Paying Agent, on behalf of the Certificateholders and all investments made with such monies including all income or other gain from such investments are for the benefit of the Master Servicer as provided by the Servicing Agreement. On each Payment Date during the Funding Period the Indenture Trustee shall withdraw Net Principal Collections from the Payment Account and deposit Net Principal Collections to the Funding Account. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Payment Account (after giving effect to the withdrawal referred to in the preceding paragraph) to Noteholders in respect of the Notes and in its capacity as Certificate Paying Agent to Certificateholders in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b). The Master Servicer may direct the Indenture Trustee to invest any funds in the Payment Account in Eligible Investments maturing no later than the Business Day preceding each Payment Date and shall not be sold or disposed of prior to the maturity. Unless otherwise instructed by the Master Servicer, the Indenture Trustee shall invest all funds in the Payment Account in Eligible Investments. (c) On or before the Closing Date the Issuing Entity shall open, at the Corporate Trust Office, an account which shall be the "Funding Account". The Master Servicer may direct the Indenture Trustee to invest any funds in the Funding Account in Eligible Investments maturing no later than the Business Day preceding each Payment Date, in accordance with Date and shall not be sold or disposed of prior to the instructions of maturity. Unless otherwise instructed by the Master Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall makeinvest all funds in the Payment Account in its Corporate Trust Short Term Investment Fund so long as it is an Eligible Investment. During the Funding Period, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, any amounts received by the Indenture Trustee shallin respect of Net Principal Collections for deposit in the Funding Account, together with any Eligible Investments in which such monies are or will be invested or reinvested during the term of the Notes, shall cause be held by the Indenture Trustee in the Funding Account Bank toas part of the Trust Estate, distribute all amounts subject to disbursement and withdrawal as herein provided. Amounts on deposit in the Note Distribution Account, other than Funding Account in respect of Net Principal Collections may be withdrawn on each Deposit Date and (1) paid to the Issuing Entity in payment for Additional Loans by the deposit of such amount to the Collection Account and (2) at the end of the Funding Period any amounts remaining in the Funding Account after the withdrawal called for by clause (1) shall be deposited in the Note Distribution Payment Account pursuant to Section 5.01(d) be included in the payment of principal on the Payment Date that is the last day of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:Funding Period. (i) to Any investment in the Holders of Class A Notes, all amounts allocated to institution with which the Funding Account is maintained may mature on such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued Payment Date and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to any other investment may mature on such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply advance funds from on such Payment Date to the Reserve Funding Account in the same order amount payable on such investment on such Payment Date, pending receipt thereof to the extent necessary to make distributions on the Notes and the Certificates) and shall not be sold or disposed of priority as described above prior to repay the Outstanding Amount of such Class of Notes in fullmaturity.

Trust Accounts. (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, (i) for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name each of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) Negative Carry Account and the Note Payment Account as provided in Section 5.01 Sections 4.1, 4.7 and 5.1 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held Agreement and (ii) for the exclusive benefit of the Noteholders Noteholders, the Negative Carry Account and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Note Payment Account as provided in Section 5.01 of the Sale Sections 4.1(c), 4.1(d) and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 4.12 of the Sale and Servicing Agreement. (db) Except as otherwise provided in paragraph (e) below, on On or before each Payment Date and Redemption Date, the Indenture Trustee shall, or Servicer shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than Collection Account all amounts required to be deposited therein with respect to the related Collection Period as provided in the Note Distribution Account pursuant to Section 5.01(d) Sections 4.2 and 4.4 of the Sale and Servicing Agreement. On or before each Payment Date, and allocated all amounts required to be deposited in the Note Payment Account with respect to the related Collection Period pursuant to Section 5.06 Sections 4.6 and 4.7 of the Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Collection Account and/or the Reserve Account and deposited to the Note Payment Account for payment to Noteholders in respect of accordance with Section 2.8 on such Payment Date. The Indenture Trustee shall direct the Notes applicable Swap Counterparties to the extent of amounts due deposit, and unpaid shall otherwise cause to be deposited on the Notes for principal and interest (including each Payment Date, any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest Net Swap Receipts then due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in fullCollection Account. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from direct the Reserve Account in applicable Swap Counterparties to deposit, and shall otherwise cause to be deposited, all Swap Termination Payments paid by Swap Counterparties to the same order Trust into the Collection Account; provided, that, upon direction of priority as described above to repay the Outstanding Amount Issuer, the Indenture Trustee may retain a part or all of such Class of Notes in fullSwap Termination Payments to be applied as an initial payment to a replacement Swap Counterparty or Swap Counterparties, and provided further that the Indenture Trustee shall promptly deposit any retained amounts that are not so applied to the Collection Account.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, in the case of the Collection Account and the Reserve Account, the Certificateholders, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing before each Deposit Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 5.02 and 5.04 of the Sale and Servicing Agreement. On or before each Deposit Date, bearing a designation clearly indicating that funds all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.06 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s 's Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, the Indenture Trustee shall makedistributions and payments, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 extent of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.06(b) of the Sale and Servicing Agreement, and allocated pursuant Agreement (as to Section 5.06 of which the Sale and Servicing Agreement Issuer shall cause the Servicer to Noteholders in respect of timely provide the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:related instructions). (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A NotesOn each Payment Date, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: Indenture Trustee (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s 's Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, ) shall withdraw the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Interest Distribution Account with respect to the Collection Period preceding such Distribution Date and allocated pursuant to Section 5.06 of the Sale make distributions and Servicing Agreement to Noteholders payments in the following order of priority: : (iA) first, to the Holders Noteholders of Class A Notes, the accrued and unpaid interest on the Class A Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, all the amounts allocated available shall be applied to the payment of such Holders in respect of interest on the Class A Notes on a pro rata basis based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders on each Class of such Notes; (ii) to the Holders of the Class A Notes; and (B) second, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders Noteholders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of the accrued and unpaid interest on the Class B Notes; (iv) provided that if there are not sufficient funds available to pay the Holders entire amount of the accrued and unpaid interest on the Class B Notes, all the amounts allocated available shall be applied to the payment of such Holders interest on the Class B Notes on a pro rata basis. (d) On each Distribution Date, the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit on the Principal Distribution Account with respect to the Collection Period preceding such Distribution Date and make distributions and payments in the following order of priority: (i) first, to the Noteholders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class A-2 Notes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; (iii) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; (v) fifth, to the Noteholders of the Class B Notes in reduction of principal until the principal amount of the Outstanding Class B Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the payment of principal on the Class B Notes, until paid in fullNotes on a pro rata basis; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and and (vi) sixth, any remaining amounts, to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullCertificate Distribution Account.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, on a pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.rata basis;

Trust Accounts. (a) On or prior to before the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the Trust Accounts (other than benefit of the Reserve Account) Noteholders[, the Swap Counterparty] and the Certificateholders, the Collection Account as provided in Section 5.01 4.1(a) of the Sale and Servicing Agreement. On or before each Distribution Date, bearing a designation clearly indicating that funds the Servicer shall deposit in the Collection Account all amounts required to be deposited therein are held for with respect to the benefit preceding Collection Period as provided in Section 4.2 of the Noteholders Sale and the Certificateholders, as applicableServicing Agreement. (b) On or prior to before the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain maintain, with the Account Bank and [Indenture Trustee][Securities Intermediary], in the name and for the benefit of the Issuing EntityTrust [and the Swap Counterparty], the Reserve Account as provided in Section 5.01 4.7 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) . On or before each Payment Distribution Date, in accordance with upon receipt of instructions from the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date Servicer pursuant to Section 4.09 4.6(b) of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause withdraw from the Reserve Account Bank to make, all withdrawals and deposits (up to the amount on deposit in the Reserve Account) and deposit in the Collection AccountAccount the amount, Note if any, by which the Required Payment Amount for such Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of Date exceeds the Sale and Servicing AgreementAvailable Collections for such Distribution Date. (c) [RESERVED]. (d) Except as otherwise provided in paragraph (e) below, on On each Payment Date and Redemption Distribution Date, the Indenture Trustee shall, shall apply or shall cause to be applied the Account Bank to, distribute all amounts amount on deposit in the Note Collection Account on such Distribution AccountDate in accordance with Section 2.8(a). (e) On or before the Closing Date, other than amounts deposited the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the exclusive benefit of the Noteholders, the Note Distribution Payment Account pursuant to as provided in Section 5.01(d4.1(b) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note On each Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) aboveDate, the Indenture Trustee shall apply funds from or cause to be applied the Reserve Account amount on deposit in the same order of priority Note Payment Account on such Distribution Date in accordance with Section 2.8(a) or (d), as described above to repay the Outstanding Amount of such Class of Notes in fullapplicable.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 NotesNotes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-2 Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes and in reduction of principal until the principal amount of the Outstanding Class A-4 Notes, pro rata, until A-3 Notes has been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata rata, to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders Noteholders, [each Swap Counterparty] and the CertificateholdersTrust, the Trust Accounts as applicableprovided in Section 2.3 of the Administration Agreement. (b) On or prior before the Business Day preceding each Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the definition of Available Funds with respect to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and preceding Collection Period will be deposited in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 2.4 of the Sale Administration Agreement. On or before each Distribution Date, the Indenture Trustee (or any other Paying Agent) shall make the required deposits and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit distributions as provided in Sections 2.7 and 2.8 of the Issuing EntityAdministration Agreement. (c) [Reserved]. (d) [Reserved]. (e) On or before each Payment Distribution Date, the Indenture Trustee (or any other Paying Agent) shall make the required deposits and distributions as provided in accordance with the instructions Section 2.7 of the ServicerAdministration Agreement. (f) [Reserved]. (g) During the Supplemental Purchase Period, based on the information contained in Indenture Trustee shall withdraw funds as directed by the Servicer’s Certificate delivered on the related Payment Determination Date Administrator pursuant to Section 4.09 2.10(d) of the Sale and Administration Agreement for the purchase of Additional Trust Student Loans. (h) [Reserved]. (i) On the Business Day immediately following the end of the Supplemental Purchase Period, the Indenture Trustee shall transfer any amounts remaining in the Supplemental Purchase Account into the Collection Account, as directed by the Administrator. (j) [Reserved]. (k) [Reserved]. (l) On or before the Business Day immediately preceding each Distribution Date, if the Issuer has not received payment in full of the amount required to offset any deficiency caused by a Borrower Benefit Yield Reduction for the related Collection Period pursuant to Section 3.12 of the Servicing Agreement, the Indenture Trustee Trustee, as directed by the Administrator, shall makewithdraw from the Borrower Benefit Account on that Distribution Date an amount equal to such deficiency, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Accountextent of funds available therein, Note to be included as part of Available Funds for that Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing AgreementDate. (dm) Except as Once the Department has netted all payments (in respect of Interest Subsidy Payments and/or Special Allowance Payments otherwise provided in paragraph (e) belowdue to the Issuer), which currently occurs on a quarterly basis, on each Payment the next succeeding Distribution Date and Redemption Date, an amount equal to the Indenture Trustee shall, or shall cause the applicable Floor Income Rebate Account Bank to, distribute all amounts Release Amount on deposit in the Note Distribution Account, other than amounts deposited in Floor Income Rebate Account at the Note Distribution Account pursuant to Section 5.01(d) end of the Sale and Servicing Agreementpreceding Collection Period will be withdrawn by the Indenture Trustee, as directed by the Administrator, and allocated pursuant to Section 5.06 be included as part of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes Available Funds for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in fullthat Distribution Date. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement.. 49 (2024-B Indenture) (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and 50 (2024-B Indenture) (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing DateThe Owner Trustee, for the benefit on behalf of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, Trust an Eligible Account (the Trust Accounts (other than the Reserve "Certificate Distribution Account) as provided in Section 5.01 of the Sale and Servicing Agreement"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and Trust on behalf of the Certificateholders, as applicable. (b) On or prior to . The Certificate Distribution Account shall initially be established with the Closing Date, Bankers Trust Company. Funds on deposit in the Issuing Entity Certificate Distribution Account shall cause be invested at the direction of the Servicer in Eligible Investments selected in writing by the Servicer (pursuant to establish and maintain with the Account Bank and in the name standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held Trust for the benefit of the Issuing Entity. (c) On or before each Certificateholders. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in the Certificate Distribution Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Payment Date, . Funds deposited in accordance with the instructions of the Servicer, based Certificate Distribution Account on the information contained day immediately preceding a Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible investments will be held to maturity. All interest, dividends, gains upon sale and other income from, or earnings on investment of funds in the Servicer’s Certificate delivered Distribution Account shall be distributed on the related next Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 5.7 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal Section 5.5 hereof. The Trust shall possess all right, title and interest (including any premium) in all funds on deposit from time to time in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 in all proceeds thereof. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Sale Trust for the benefit of the Certificateholders. If at any time the Certificate Distribution Account ceases to be an Eligible Account, the Trust shall within five Business Days establish a new Certificate Distribution Account as an Eligible Account and Servicing Agreement shall transfer any cash and/or any investments to Noteholders such new Certificate Distribution Account. The Servicer shall promptly notify the Rating Agencies of any change in the following order of priority: (i) to the Holders location of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullCertificate Distribution Account.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement.. 49 (2024-A Indenture) (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (dc) Except as otherwise provided in paragraph (ed) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class D Notes, all amounts allocated to such Holders in respect of interest on the Class D Notes; (v) to the Holders of the Class A Notes, the Class B Notes and Notes, the Class C Notes, the Class D Notes and the Class E Notes all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes, Class C Notes, the Class D Notes and the Class C E Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 B Notes until they are paid in full; then (E) to the Class B C Notes until they are paid in full; then (F) to the Class D Notes until they are paid in full; and then (FG) to the Class C E Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full; (vii) to the Holders of the Class D Notes, all amounts allocated to such Holders in respect of interest on the Class D Notes; (viii) to the Holders of the Class D Notes, all amounts allocated to such Holders in respect of principal on the Class D Notes, until paid in full; and (ix) to the Holders of the Class E Notes, all amounts allocated to such Holders in respect of principal on the Class E Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) ), (vi), (vii), (viii), and (viix) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.. 50

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing Entity.Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. 48 (2018-A Indenture) (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B NotesNotes on a pro rata basis; (C) third, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders Noteholders of the Class B Notes, all amounts allocated to such Holders A-3 Notes in respect reduction of principal on until the principal amount of the Outstanding Class B Notes, until A-3 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest A-3 Notes on the Class C Notesa pro rata basis; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.and

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale Sections 4.1 and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 4.7 of the Sale and Servicing Agreement. (db) Except as otherwise provided in paragraph (e) below, on On or before each Payment Date and Redemption Date, the Indenture Trustee shall, or Servicer shall cause deposit all Available Collections with respect to the Account Bank to, distribute all amounts on deposit Collection Period preceding such Payment Date in the Note Distribution AccountCollection Account as provided in Sections 4.2, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) 4.3, 4.4 and 4.5 of the Sale and Servicing Agreement. On or before each Payment Date, all amounts required to be withdrawn from the Reserve Account and allocated deposited in the Collection Account pursuant to Section 5.06 4.5 of the Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Noteholders in respect Section 3.9 of the Notes Sale and Servicing Agreement) from the Reserve Account and deposited to the Collection Account. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) shall make the following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of amounts due and unpaid on the Notes Available Funds for principal and interest such Payment Date (including any premium) in funds, if any, deposited therein from the following amounts: (i) to the Holders of Class A NotesReserve Account), all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (Ai) first, to the Class A-1 Notes until they are paid in full; thenServicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (Bii) second, to the Noteholders, the Accrued Class A-2 NotesA Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) third, to the Class A-2a Notes and Noteholders, the Class A-2b Notes based upon Priority Note Principal Payment for such Payment Date, if any, to be distributed in the aggregate Outstanding Amount same priority as described under Section 8.2(d) of such Class, until they are paid in full; thenthis Indenture; (Civ) fourth, to the Certificate Distribution Account, the Accrued Class A-3 Notes until they are paid in full; thenB Certificate Interest for such Payment Date; (Dv) fifth, to the Class A-4 Notes until they are paid in full; thenPrincipal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (Evi) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In additionsixth, on the if such Payment Date is a Final Scheduled Payment Date for any Class, the amount necessary to reduce the remaining principal amount of such Class of Notesto zero after giving effect to the amount, if any, to be applied on such Payment Date to such Class from funds deposited pursuant to clauses (iii) and (v) above; (vii) seventh, to the Outstanding Amount Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for such Payment Date; (viii) eighth, to the Indenture Trustee and the Owner Trustee, all amounts for fees, expenses and indemnification due under Section 6.7 of this Indenture and Section 7.1 of the Trust Agreement, respectively, and not previously paid; and (ix) ninth, to the Depositor, any Class remaining Available Funds for such Payment Date. Notwithstanding the foregoing in this Section 8.2(c), (A) if the Notes have been accelerated after an Event of Notes remains greater than zeroDefault specified in Section 5.1(iii), then the Indenture Trustee shall instead apply Available Funds in accordance with the instructions following order of priority: (1) to the Indenture Trustee and the Owner Trustee, all amounts for fees, expenses and indemnification due under Section 6.7 of this Indenture and Section 7.1 of the Trust Agreement and not previously paid and to the Owner Trustee all amounts for fees, expenses and indemnification due under Section 6.2 of the Sale and Servicing Agreement and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) to the Noteholders, the Priority Note Principal Payment, if any, for such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of this Indenture; (5) to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (6) to the Principal Distribution Account, until the principal amount of the Notes has been paid in full; (7) to the Certificate Distribution Account, the Certificate Balance of the Class B Certificates; and (8) to the Depositor, any remaining Available Funds for such Payment Date; and (B) if the Notes have been accelerated after an Event of Default specified in Section 5.1(i), (ii), (iv) or (v), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (1) to the Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) to the Principal Distribution Account, until the principal amount of the Notes has been paid in full; (5) to the Certificate Distribution Account, the sum of the Accrued Class B Certificate Interest for such Payment Date and the Certificate Balance of the Class B Certificates; and (6) to the Depositor, any remaining Available Funds for such Payment Date. (d) If the Notes have not been accelerated because of an Event of Default, on each Payment Date, the Indenture Trustee (based on the information contained in the Servicer’s 's Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 3.9 of the Sale and Servicing Agreement, ) shall withdraw the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit deposited in the Note Principal Distribution Account on such Payment Date and allocated pursuant to Section 5.06 of the Sale make distributions and Servicing Agreement to Noteholders payments in the following order of priority: : (i) first, to the Holders holders of the Class A Notes, all amounts allocated to such Holders A-1 Notes on a pro rata basis in respect reduction of interest on principal until the principal amount of the Class A A-1 Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; has been paid in full; (ii) second, to the Holders holders of the Class A Notes, all amounts allocated to such Holders A-2 Notes on a pro rata basis in respect reduction of principal until the principal amount of the Class A-2 Notes has been paid in full; (iii) third, to the holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-3 Notes have been paid in full; (iv) fourth, to the holders of the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-4 Notes have been paid in full; and (v) fifth, to the Certificate Distribution Account in reduction of the Certificate Balance of the Class B Certificates until the Certificate Balance of the Class B Certificates has been reduced to zero. Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them under the Sale and Servicing Agreement that are unpaid and then to the Depositor. Notwithstanding the foregoing in this Section 8.2(d), if the Notes have been accelerated after an Event of Default, then the Indenture Trustee shall (based on the Class A Notesinformation contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) withdraw the funds deposited in the Principal Distribution Account on each Payment Date and pay them, first first, to the Holders holders of the Class A-1 Notes until the Outstanding Amount principal amount of the Class A-1 Notes is reduced to zero, have been paid in full and then to the Holders holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, Notes on a pro rata, rata basis in reduction of principal until the principal amount of such Notes has been paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing Entity.Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. 46 (2020-C Indenture) (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 NotesNotes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-2 Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes and in reduction of principal until the principal amount of the Outstanding Class A-4 Notes, pro rata, until A-3 Notes has been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class a pro rata basis. 47 (2020-C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (iIndenture), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement.. 49 (2024-C Indenture) (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and 50 (2024-C Indenture) (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, Issuer shall cause Master Servicer to establish, in the name of Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 5.1 of the Sale and Servicing Agreement. (db) Except On or before the Business Day prior to each Payment Date, the Issuer shall cause the Seller and Master Servicer to deposit all Available Collections with respect to the Collection Period preceding such Payment Date in the Collection Account as otherwise provided in paragraph Sections 5.2 and 5.4 of the Sale and Servicing Agreement. On or before each Deposit Date, all amounts required to be withdrawn from the Reserve Account and deposited in the Collection Account pursuant to Section 5.5 of the Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Master Servicer to timely provide the related instructions. (ec) below, on On each Payment Date and Redemption Date, the Indenture Trustee shall(based solely on the information contained in the Master Servicer’s Report delivered on or before the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, or shall cause distributions and payments, to the Account Bank to, distribute all amounts extent of funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.5(b) of the Sale and Servicing AgreementAgreement (as to which Issuer shall cause Master Servicer to timely provide the related instructions). (d) On each Payment Date, and allocated the Indenture Trustee (based solely on the information contained in the Master Servicer’s Report delivered on or before the related Determination Date pursuant to Section 5.06 4.9 of the Sale and Servicing Agreement Agreement) shall withdraw the funds on deposit in the Interest Distribution Subaccount with respect to the Collection Period preceding such Payment Date and make distributions and payments to the Noteholders in respect of the Notes Notes, the Accrued Note Interest; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available shall be applied to the extent payment of amounts due and unpaid such interest on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes a pro rata basis based upon the aggregate amount of accrued and unpaid interest due on each Class of Notes. (e) On each Payment Date, the Indenture Trustee (based solely on the information contained in the Master Servicer’s Report delivered on or before the related Determination Date pursuant to Section 4.9 of the Sale and payable Servicing Agreement) shall withdraw the funds on deposit in the Principal Distribution Subaccount with respect to the Holders of Collection Period preceding such Notes; (ii) to the Holders of the Class B NotesPayment Date and shall, all amounts allocated to such Holders except as otherwise provided in respect of interest on the Class B Notes; (iii) to the Holders of the Class C NotesSection 5.4(b), all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes make distributions and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes payments in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders Noteholders of the Class A-1 Notes in reduction of principal until the Outstanding Amount of the Class A-1 Notes is reduced has been paid in full; provided that if there are not sufficient funds available to zeropay the Outstanding Amount of the Class A-1 Notes in full, then the amounts available shall be applied to the Holders payment of principal on the Class A-1 Notes on a pro rata basis; (ii) to the Noteholders of the Class A-2 Notes, Notes in reduction of principal until the Outstanding Amount of the Class A-3 A-2 Notes and the Class A-4 Notes, pro rata, until has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-2 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; (iii) to the Holders Noteholders of the Class B NotesA-3 Notes in reduction of principal until the Outstanding Amount of the Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-3 Notes in full, all the amounts allocated available shall be applied to such Holders in respect the payment of interest principal on the Class B NotesA-3 Notes on a pro rata basis; and (iv) to the Holders Noteholders of the Class B NotesA-4 Notes in reduction of principal until the Outstanding Amount of the Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-4 Notes in full, all the amounts allocated available shall be applied to such Holders in respect the payment of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest A-4 Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest Amount as follows: 49 (including any premium) in the following amounts:2023-C Indenture) (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement.. 47 (2016-B Indenture) (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank toSecond Priority Principal Distribution Amount, distribute all amounts on deposit in the Note Third Priority Principal Distribution Account, other than amounts deposited in Amount and the Note Regular Principal Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, in reduction of principal until the principal amount of the Outstanding Class A-2 Notes have been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-2 Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes and in reduction of principal until the principal amount of the Outstanding Class A-4 Notes, pro rata, until A-3 Notes has been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notesa pro rata basis; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.and

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) If there is a Funding Period, on or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account Account, Reserve Account, the Pre-Funding Account, if any, and Reserve Account the Negative Carry Account, if any, and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. Not less than eight (8) days prior to each Payment Date, the Indenture Trustee shall give notice to each Eligible Institution that holds Eligible Investments in money market deposit accounts in a Trust Account that on such Payment Date the Indenture Trustee may be withdrawing all funds from the applicable Trust Account. (dc) Except as otherwise provided in paragraph paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C B Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 A-3a Notes and Class A-3b notes pro rata until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultDefault pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in fullrata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; Notes and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (viiv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. (f) [Reserved]. (g) If there is a Funding Period, subject to Sections 8.02(d) and 8.02(e), on the Payment Date immediately following the calendar month in which the Funding Period ends, the Indenture Trustee shall apply any and all amounts deposited into the Note Distribution Account pursuant to Section 5.01(d) of the Sales and Servicing Agreement to the repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (d), or (e), as applicable.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing Entity.Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. 47 (2018-B Indenture) (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 NotesNotes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-2 Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes and in reduction of principal until the principal amount of the Outstanding Class A-4 Notes, pro rata, until A-3 Notes has been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesA-3 Notes on a pro rata basis; and (D) fourth, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders Noteholders of the Class B Notes, all amounts allocated to such Holders A-4 Notes in respect reduction of principal on until the principal amount of the Outstanding Class B Notes, until A-4 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest A-4 Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.a pro rata basis;

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on behalf of the Certificateholders and the Credit Enhancer, the Reserve Payment Account as provided in Section 5.01 3.01 of this Indenture. (b) All monies deposited from time to time in the Sale Payment Account pursuant to the Servicing Agreement and Servicing Agreement, bearing a designation clearly indicating that funds deposited all deposits therein pursuant to this Indenture are held for the benefit of the Issuing EntityNoteholders and the Certificate Paying Agent, on behalf of the Certificateholders and all investments made with such monies including all income or other gain from such investments are for the benefit of the Servicer as provided by the Servicing Agreement. On each Payment Date during the Funding Period the Indenture Trustee shall withdraw Net Principal Collections from the Payment Account and deposit Net Principal Collections to the Funding Account. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Payment Account (after giving effect to the withdrawal referred to in the preceding paragraph) to Noteholders in respect of the Notes and in its capacity as Certificate Paying Agent to Certificateholders in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b). The Servicer may direct the Indenture Trustee to invest any funds in the Payment Account in Eligible Investments maturing no later than the Business Day preceding each Payment Date and shall not be sold or disposed of prior to the maturity. Unless otherwise instructed by the Servicer, the Indenture Trustee shall invest all funds in the Payment Account in Eligible Investments. (c) On or before the Closing Date the Issuing Entity shall open, at the Corporate Trust Office, an account which shall be the "Funding Account". The Servicer may direct the Indenture Trustee to invest any funds in the Funding Account in Eligible Investments maturing no later than the Business Day preceding each Payment Date, in accordance with Date and shall not be sold or disposed of prior to the instructions of maturity. Unless otherwise instructed by the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall makeinvest all funds in the Payment Account in its Corporate Trust Short Term Investment Fund so long as it is an Eligible Investment. During the Funding Period, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, any amounts received by the Indenture Trustee shallin respect of Net Principal Collections for deposit in the Funding Account, together with any Eligible Investments in which such monies are or will be invested or reinvested during the term of the Notes, shall cause be held by the Indenture Trustee in the Funding Account Bank toas part of the Trust Estate, distribute all amounts subject to disbursement and withdrawal as herein provided. Amounts on deposit in the Note Distribution Account, other than Funding Account in respect of Net Principal Collections may be withdrawn on each Deposit Date and (1) paid to the Issuing Entity in payment for Additional Loans by the deposit of such amount to the Collection Account and (2) at the end of the Funding Period any amounts remaining in the Funding Account after the withdrawal called for by clause (1) shall be deposited in the Note Distribution Payment Account pursuant to Section 5.01(d) be included in the payment of principal on the Payment Date that is the last day of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:Funding Period. (i) to Any investment in the Holders of Class A Notes, all amounts allocated to institution with which the Funding Account is maintained may mature on such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued Payment Date and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to any other investment may mature on such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply advance funds from on such Payment Date to the Reserve Funding Account in the same order amount payable on such investment on such Payment Date, pending receipt thereof to the extent necessary to make distributions on the Notes and the Certificates) and shall not be sold or disposed of priority as described above prior to repay the Outstanding Amount of such Class of Notes in fullmaturity.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank Indenture Trustee and in the name of the Issuing Entity, for the benefit of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) On or before each Payment Date, in accordance with the instructions of an instruction from the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (dc) Except as otherwise provided in paragraph (ed) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class D Notes, all amounts allocated to such Holders in respect of interest on the Class D Notes; (v) to the Holders of the Class A Notes, the Class B Notes and Notes, the Class C Notes, the Class D Notes and the Class E Notes all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes, Class C Notes, the Class D Notes and the Class C E Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata rata, to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, Class until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 B Notes until they are paid in full; then (E) to the Class B C Notes until they are paid in full; then (F) to the Class D Notes until they are paid in full; and then (FG) to the Class C E Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of an instruction from the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 A-3 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full; (vii) to the Holders of the Class D Notes, all amounts allocated to such Holders in respect of interest on the Class D Notes; (viii) to the Holders of the Class D Notes, all amounts allocated to such Holders in respect of principal on the Class D Notes, until paid in full; and (ix) to the Holders of the Class E Notes, all amounts allocated to such Holders in respect of principal on the Class E Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) ), (vi), (vii), (viii), and (viix) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank toSecond Priority Principal Distribution Amount, distribute all amounts on deposit in the Note Third Priority Principal Distribution Account, other than amounts deposited in Amount and the Note Regular Principal Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B NotesNotes on a pro rata basis; (C) third, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders Noteholders of the Class B Notes, all amounts allocated to such Holders A-3 Notes in respect reduction of principal on until the principal amount of the Outstanding Class B Notes, until A-3 Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest A-3 Notes on the Class C Notesa pro rata basis; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.and

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture TrusteeTrust, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 2.3 of the Sale and Servicing Administration Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior before the Business Day immediately preceding each Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the definition of Available Funds with respect to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and preceding Collection Period will be deposited in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 2.4 of the Sale Administration Agreement. On or before each Distribution Date, the Indenture Trustee (or any other Paying Agent) shall make the required deposits and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit distributions as provided in Sections 2.7 and 2.8 of the Issuing EntityAdministration Agreement. (c) During the Supplemental Purchase Period, the Indenture Trustee shall withdraw funds as directed by the Administrator pursuant to 2.10(d) of the Administration Agreement for the purchase of Additional Trust Student Loans. (d) During the Consolidation Loan Add-On Period, the Indenture Trustee shall withdraw funds as directed by the Administrator pursuant to Section 2.10(e) of the Administration Agreement for the funding of Add-On Consolidation Loans. (e) On the Business Day immediately following the end of the Supplemental Purchase Period, the Indenture Trustee shall transfer any amounts remaining in the Supplemental Purchase Account at the end of the Supplemental Purchase Period into the Collection Account, as directed by the Administrator. (f) On the Business Day immediately following the end of the Consolidation Loan Add-On Period, the Indenture Trustee shall transfer any amounts remaining in the Add-On Consolidation Loan Account into the Collection Account, as directed by Administrator. (g) On or before the Business Day immediately preceding each Payment Distribution Date, if the Issuer has not received payment in accordance with the instructions full of the Servicer, based on the information contained in the Servicer’s Certificate delivered on amount required to offset any deficiency caused by a Borrower Benefit Yield Reduction for the related Payment Determination Date Collection Period pursuant to Section 4.09 3.12 of the Sale and Servicing Agreement, the Indenture Trustee Trustee, as directed by the Administrator, shall makewithdraw from the Borrower Benefit Account on that Distribution Date an amount equal to such deficiency, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Accountextent of funds available therein, Note to be included as part of Available Funds for that Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing AgreementDate. (dh) Except as otherwise provided in paragraph (e) below, on On or before each Payment Date and Redemption Distribution Date, the Indenture Trustee shallTrustee, or as directed by the Administrator, shall cause withdraw from the Floor Income Rebate Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes an amount equal to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notesapplicable Floor Income Rebate Account Release Amount, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence included as part of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Available Funds for that Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullDate.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture TrusteeTrust, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 2.3 of the Sale and Servicing Administration Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior before the Business Day immediately preceding each Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the definition of Available Funds with respect to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and preceding Collection Period will be deposited in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 2.4 of the Sale Administration Agreement. On or before each Distribution Date, the Indenture Trustee (or any other Paying Agent) shall make the required deposits and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit distributions as provided in Sections 2.7 and 2.8 of the Issuing EntityAdministration Agreement. (c) During the Supplemental Purchase Period, the Indenture Trustee shall withdraw funds as directed by the Administrator pursuant to Section 2.10(c) of the Administration Agreement for the purchase of Additional Trust Student Loans. (d) On the Business Day immediately following the end of the Supplemental Purchase Period, the Indenture Trustee shall transfer any amounts remaining in the Supplemental Purchase Account at the end of the Supplemental Purchase Period into the Collection Account, as directed by the Administrator. (e) On or before the Business Day immediately preceding each Payment Distribution Date, if the Issuer has not received payment in accordance with the instructions full of the Servicer, based on the information contained in the Servicer’s Certificate delivered on amount required to offset any deficiency caused by a Borrower Benefit Yield Reduction for the related Payment Determination Date Collection Period pursuant to Section 4.09 3.12 of the Sale and Servicing Agreement, the Indenture Trustee Trustee, as directed by the Administrator, shall makewithdraw from the Borrower Benefit Account on that Distribution Date an amount equal to such deficiency, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Accountextent of funds available therein, Note to be included as part of Available Funds for that Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing AgreementDate. (df) Except as otherwise provided in paragraph (e) below, on On or before each Payment Date and Redemption Distribution Date, the Indenture Trustee shallTrustee, or as directed by the Administrator, shall cause withdraw from the Floor Income Rebate Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes an amount equal to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notesapplicable Floor Income Rebate Account Release Amount, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence included as part of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Available Funds for that Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullDate.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 NotesNotes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-2 Notes on a pro rata basis; 48 (2021-B Indenture) (C) third, to the Noteholders of the Class A-3 Notes and in reduction of principal until the principal amount of the Outstanding Class A-4 Notes, pro rata, until A-3 Notes has been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing EntityIndenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Reserve Account Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity. (cb) If there is a Funding Period, on or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, make all withdrawals and deposits to the Collection Account, Note Distribution Account Account, Reserve Account, the Pre-Funding Account, if any, and Reserve Account the Negative Carry Account, if any, and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. Not less than eight (8) days prior to each Payment Date, the Indenture Trustee shall give notice to each Eligible Institution that holds Eligible Investments in money market deposit accounts in a Trust Account that on such Payment Date the Indenture Trustee may be withdrawing all funds from the applicable Trust Account. (dc) Except as otherwise provided in paragraph paragraphs (d), and (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (ed) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultDefault pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in fullrata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; (v) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes. (f) [Reserved]. (g) If there is a Funding Period, subject to Sections 8.02(d) and 8.02(e), on the Payment Date immediately following the calendar month in which the Funding Period ends, the Indenture Trustee shall apply any and all amounts deposited into the Note Distribution Account pursuant to Section 5.01(d) of the Sales and Servicing Agreement to the repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (d), or (e), as applicable.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 5.02 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 5.03 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate 's report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, the Indenture Trustee shall makedistributions and payments, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 extent of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts funds on deposit in the Note Distribution Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), other than amounts deposited in accordance with the Note Distribution Account pursuant to provisions of Section 5.01(d5.05(b) of the Sale and Servicing Agreement, and allocated pursuant Agreement (as to Section 5.06 of which Issuer shall cause Servicer to timely provide the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notesrelated instructions). On each Payment Date, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: Indenture Trustee (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate 's report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, ) shall withdraw the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Interest Distribution Account with respect to the Collection Period preceding such Payment Date and allocated pursuant to Section 5.06 of the Sale make distributions and Servicing Agreement to Noteholders payments in the following order of priority: : (i) first, to the Holders Noteholders of Class A Notes, the accrued and unpaid interest on the Class A Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, all the amounts allocated available shall be applied to the payment of such Holders in respect of interest on the Class A Notes on a pro rata basis based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders on each Class of such Class A Notes; ; (ii) second, to the Holders Noteholders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of the accrued and unpaid interest on the Class B Notes; (iv) provided that if there are not sufficient funds available to pay the Holders entire amount of the Class B Notes, all amounts allocated to such Holders in respect of principal accrued and unpaid interest on the Class B Notes, until paid in full; (v) the amounts available shall be applied to the Holders payment of such interest on the Class B Notes on a pro rata basis; (iii) third, to the Noteholders of Class C Notes, all amounts allocated to such Holders in respect of the accrued and unpaid interest on the Class C Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and (vi) to the Holders of unpaid interest on the Class C Notes, all the amounts allocated available shall be applied to the payment of such Holders interest on the Class C Notes on a pro rata basis; and (iv) fourth, to the Noteholders of Class D Notes, the accrued and unpaid interest on the Class D Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class D Notes, the amounts available shall be applied to the payment of such interest on the Class D Notes on a pro rata basis. (d) On each Payment Date, except as provided in Section 5.04(b), the Indenture Trustee (based on the information contained in the Servicer's report delivered on or before the related Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments in the following order of priority: (i) first, to the Noteholders of the Class A Notes, the Class A Principal Distributable Amount in the following order of priority: (A) first, to the Noteholders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; (B) second, to the Noteholders of the Class A-2 Notes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B Notes in reduction of principal, the Class B Principal Distributable Amount until the principal amount of the Outstanding Class B Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the payment of principal on the Class B Notes on a pro rata basis; (iii) third, to the Noteholders of the Class C Notes in reduction of principal, the Class C Principal Distributable Amount until the principal amount of the Outstanding Class C Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the payment of principal on the Class C NotesNotes on a pro rata basis; (iv) fourth, to the Noteholders of the Class D Notes in reduction of principal, the Class D Principal Distributable Amount until the principal amount of the Outstanding Class D Notes has been paid in full. If ; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Amount Class D Notes in full, the amounts available shall be applied to the payment of any principal on the Class of D Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), on a pro rata basis; and (v) and (vi) abovefifth, to the Indenture Trustee shall apply funds from the Reserve Account Certificateholders, any amounts remaining in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fullPrincipal Distribution Account.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; 47 (2017-A Indenture) (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, in the case of the Collection Account and the Reserve Account, the Certificateholders [and each Swap Counterparty], the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing before each Deposit Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account as provided in Section 5.01 5.01(e), 5.02, 5.04 and 5.11 of the Sale and Servicing Agreement. On or before each Deposit Date, bearing a designation clearly indicating that funds all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.07 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, in accordance with the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account), Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 the provisions of Section 5.06(b) of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on On each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts: (i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall withdraw the funds on deposit in the Interest Distribution Account with respect to the Collection Period preceding such Payment Date and make distributions and payments to the Noteholders, in an amount equal to the accrued and unpaid interest on the Notes; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the Indenture Trustee shall, or amounts available shall cause be applied to the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes in fullNotes. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of DefaultOn each Payment Date, the Indenture Trustee shall, or shall cause (based on the Account Bank to, distribute all amounts on deposit information contained in the Note Distribution Account and allocated Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 5.06 4.09 of the Sale and Servicing Agreement Agreement) shall withdraw the funds on deposit in the Principal Distribution Account with respect to Noteholders the Collection Period preceding such Payment Date (including, if applicable, any amount deposited by the Indenture Trustee in respect of damages received from the FDIC pursuant to Section 12.05(e)) and, so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02, make distributions and payments in the following order of priority: : (i) first, to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders Noteholders of the Class A-1 Notes in reduction of principal until the Outstanding Amount of the Class A-1 Notes is reduced has been paid in full; provided that if there are not sufficient funds available to zero, then to pay the Holders Outstanding Amount of the Class A-2 A-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class A-2a Notes and Class A-2b Notes, pro rata based on their respective Outstanding Amounts, in reduction of principal until the Outstanding Amount of the Class A-2a Notes and Class A-2b Notes has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-2a Notes and Class A-2b Notes in full, the amounts available shall be applied to the payment of principal on the Class A-2a Notes and Class A-2b Notes on a pro rata basis; (iii) third, to the Noteholders of the Class A-3 Notes and in reduction of principal until the Outstanding Amount of the Class A-4 Notes, pro rata, until A-3 Notes has been paid in full; (iii) provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-3 Notes in full, the amounts available shall be applied to the Holders payment of principal on the Class A-3 Notes on a pro rata basis; (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the Outstanding Amount of the Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; (v) fifth, to the Noteholders of the Class B Notes, all amounts allocated to such Holders Notes in respect reduction of interest on principal until the Class B Notes; (iv) to the Holders Outstanding Amount of the Class B NotesNotes has been paid in full; provided that if there are not sufficient funds available to pay the Outstanding Amount of the Class B Notes in full, all the amounts allocated available shall be applied to such Holders in respect the payment of principal on the Class B Notes, until paid in fullNotes on a pro rata basis; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and and (vi) sixth, any remaining amounts, to the Holders Certificate Distribution Account, for distribution to the Certificateholders; provided, however, that following the acceleration of the Class C NotesNotes pursuant to Section 5.02, all amounts allocated to such Holders distributions shall be made as provided in respect clauses THIRD, FOURTH and FIFTH of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (iSection 5.04(b)(i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersCertificate Paying Agent, as applicableon behalf of the Certificateholders and the Credit Enhancer, the Issuing Entity shall cause the Servicer to establish and maintain with the Payment Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 3.01 of this Indenture. (b) All monies deposited from time to time in the Sale Payment Account pursuant to the Servicing Agreement and Servicing Agreement, bearing a designation clearly indicating that funds deposited all deposits therein pursuant to this Indenture are held for the benefit of the Noteholders and the CertificateholdersCertificate Paying Agent, as applicable. (b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name on behalf of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale Certificateholders and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein all investments made with such monies including all income or other gain from such investments are held for the benefit of the Issuing EntityMaster Servicer as provided by the Servicing Agreement. On each Payment Date during the Funding Period the Indenture Trustee shall withdraw Net Principal Collections from the Payment Account and deposit Net Principal Collections to the Funding Account. On each Payment Date, the Indenture Trustee shall distribute all amounts on deposit in the Payment Account (after giving effect to the withdrawal referred to in the preceding paragraph) to Noteholders in respect of the Notes and in its capacity as Certificate Paying Agent to Certificateholders in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b). The Master Servicer may direct the Indenture Trustee to invest any funds in the Payment Account in Eligible Investments maturing no later than the Business Day preceding each Payment Date and shall not be sold or disposed of prior to the maturity. Unless otherwise instructed by the Master Servicer, the Indenture Trustee shall invest all funds in the Payment Account in Eligible Investments. (c) On or before the Closing Date the Issuer shall open, at the Corporate Trust Office, an account which shall be the "Funding Account". The Master Servicer may direct the Indenture Trustee to invest any funds in the Funding Account in Eligible Investments maturing 44 no later than the Business Day preceding each Payment Date, in accordance with Date and shall not be sold or disposed of prior to the instructions of maturity. Unless otherwise instructed by the Master Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall makeinvest all funds in the Payment Account in its Corporate Trust Short Term Investment Fund so long as it is an Eligible Investment. During the Funding Period, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, any amounts received by the Indenture Trustee shallin respect of Net Principal Collections for deposit in the Funding Account, together with any Eligible Investments in which such monies are or will be invested or reinvested during the term of the Notes, shall cause be held by the Indenture Trustee in the Funding Account Bank toas part of the Trust Estate, distribute all amounts subject to disbursement and withdrawal as herein provided: Amounts on deposit in the Note Distribution Account, other than Funding Account in respect of Net Principal Collections may be withdrawn on each Deposit Date and (1) paid to the Issuer in payment for Additional Loans by the deposit of such amount to the Collection Account and (2) at the end of the Funding Period any amounts remaining in the Funding Account after the withdrawal called for by clause (1) shall be deposited in the Note Distribution Payment Account pursuant to Section 5.01(d) be included in the payment of principal on the Payment Date that is the last day of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:Funding Period. (i) to Any investment in the Holders of Class A Notes, all amounts allocated to institution with which the Funding Account is maintained may mature on such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued Payment Date and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to any other investment may mature on such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply advance funds from on such Payment Date to the Reserve Funding Account in the same order amount payable on such investment on such Payment Date, pending receipt thereof to the extent necessary to make distributions on the Notes and the Certificates) and shall not be sold or disposed of priority as described above prior to repay the Outstanding Amount of such Class of Notes in fullmaturity.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; 49 (2021-C Indenture) (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, for the benefit of the Noteholders and the CertificateholdersIssuer shall, as applicable, the Issuing Entity or shall cause the Servicer to to, establish and maintain with the Account Bank and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable. (b) On or prior to the Closing Date, the Issuing Entity The Issuer shall cause the Servicer to establish and maintain deposit all Available Amounts with respect to the Account Bank and Collection Period preceding such Payment Date in the name of the Issuing Entity, the Reserve Collection Account not later than two Business Days after receipt as provided in Section 5.01 Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, bearing a designation clearly indicating that funds if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date. On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited therein are held for in the benefit Collection Account pursuant to Section 5.05 of the Issuing EntitySale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions. (c) On or before each Payment Date, except as provided in accordance with Section 5.04(b), the instructions of the Servicer, Indenture Trustee (based on the information contained in the Servicer’s Certificate report delivered on or before the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the Indenture Trustee shall make, or shall cause extent of funds on deposit in the Collection Account Bank to make, all withdrawals and deposits with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account, Note Distribution Account and Reserve Account and ) (as to which Issuer shall make all distributions cause Servicer to Certificateholders timely provide the related instructions) in accordance with Sections 5.06 and 5.07 as set forth in Section 5.05 of the Sale and Servicing Agreement. (d) Except as otherwise provided in paragraph (e) belowPrior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shallshall distribute the First Priority Principal Distribution Amount, or shall cause the Account Bank to, distribute all amounts on deposit in Second Priority Principal Distribution Amount and the Note Regular Principal Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amountsAmount as follows: (i) first, to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders Noteholders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority: (A) first, to the Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Amount Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-1 Notes is reduced to zeroon a pro rata basis; (B) second, then to the Holders Noteholders of the Class A-2 Notes, the Class A-3 A-2-A Notes and the Class A-4 A-2-B Notes, pro rata, in reduction of principal until the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes have been paid in full; (iii) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2-A Notes and Class A-2-B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class A-2-A Notes and Class A-2-B Notes on a pro rata basis; (C) third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-3 Notes on a pro rata basis; and (D) fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal of the Class A-4 Notes on a pro rata basis; (ii) second, to the Noteholders of the Class B NotesNotes in reduction of principal, all amounts allocated to such Holders in respect until the principal amount of interest on the Outstanding Class B NotesNotes has been paid in full; (iv) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class B NotesNotes on a pro rata basis; and (iii) third, all amounts allocated to such Holders in respect the Noteholders of principal on the Class B NotesC Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; (v) provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the Holders payment of principal of the Class C Notes, all amounts allocated to such Holders in respect of interest Notes on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in fulla pro rata basis.