Common use of Trust Accounts Clause in Contracts

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain (i) in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate 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 shall cause the Servicer to establish and maintain (i) with the Indenture Trustee and in the name of the Indenture TrusteeIssuing Entity, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, in accordance with the Total Distribution Amount with respect to instructions of the preceding Collection Period will be deposited Servicer, based on the information contained in the Collection Account as provided in Servicer’s Certificate delivered on the related Payment Determination Date pursuant to 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 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make all withdrawals and the Note Monthly Additional Principal Distributable Amount as of such Payment Date will be transferred deposits to the Collection Account, Note Distribution Account as provided and Reserve Account and shall make all distributions to Certificateholders in Section 5.6(b)(x) accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (c) On Except as otherwise provided in paragraph (d) below, on each Payment Date (other than the Special Payment Date) and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or 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 Noteholders extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priorityamounts: (i) [Reserved]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 Class A Noteholders, Holders of 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 B Notes, the amount all amounts allocated to such Holders in the Note Distribution Account shall be applied to the payment respect of such interest on such Notes pro rata on the basis of the total such interest due on such Class B Notes; (iii) [Reserved]to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) [Reserved]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 NoteholdersNotes, for payment the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes all amounts allocated to such Holders in respect of principalprincipal 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 E Notes in the following order of priority: (A) to the A-1 Noteholders, until the Outstanding principal balance of the Class A-1 Notes is reduced to zero;until they are paid in full; then (B) to the A-2 Noteholders, until the Outstanding principal balance of the Class A-2 Notes is reduced to zero;until they are paid in full; then (C) to the A-3 Noteholders, until the Outstanding principal balance of the Class A-3 Notes is reduced to zerountil they are paid in full; andthen (D) to the A-4 NoteholdersClass B Notes until they are paid in full; then (E) to the Class C Notes until they are paid in full; then (F) to the Class D Notes until they are paid in full; and then (G) to the Class E Notes until they are paid in full. If any Class A-1 Notes remain outstanding after the September 2022 Payment Date, until any accrued and unpaid interest on, and any outstanding principal of, the Class A-1 Notes will be due on the and payable on the Special Payment Date, and a special Record Date of October 13, 2022 will apply for the Class A-1 Notes and the Special Payment Date. Such Amounts will be payable to the Holders of the Class A-1 Notes from Available Funds for the regularly scheduled October 2022 Payment Date. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding principal balance Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafterServicer, any excess shall be deposited based on the information contained in the Servicer’s Certificate Distribution Accountdelivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class or Classes of Notes in full. (d) On In the A-1 Note Final Scheduled Maturity Date, event the Indenture Trustee shall distribute Notes are declared to be due and payable following the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum occurrence of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date)Default, 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 amounts and in the following order of priority: : (i) [Reserved]; (ii) to the Holders of the Class A NoteholdersNotes, all amounts allocated to such Holders in respect of interest on the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in Notes pro rata based upon the Note Distribution Account to pay the entire aggregate amount of accrued and unpaid interest then due on and payable to the Holders of such Notes, the amount in the Note Distribution Account shall be applied ; (ii) to the payment Holders of the Class A Notes, all amounts allocated to such interest on such Notes pro rata Holders in respect of principal on the basis Class A Notes, first to the Holders of the total such interest due on such Notes; (iii) first, to the Class A-1 Noteholders Notes until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second , then to the Holders of the Class A-2 Noteholders, the A-3 Noteholders Notes and the A-4 NoteholdersClass A-3 Notes, for payment of principalpro rata, ratably, according until paid in full; (iii) to the Holders of the Class B Notes, all amounts due and payable allocated to such Holders in respect of interest on the A-2 Class B Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; ; (iv) [Reserved]; 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) [Reserved]; to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (vi) [Reserved]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; and (vii) thereafterto 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 excess Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), and (ix) above, the Indenture Trustee shall be deposited apply funds from the Reserve Account in the Certificate Distribution Accountsame order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain (i) with and in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount with respect Indenture Trustee shall make all withdrawals and deposits to the preceding Collection Period will be deposited in the Collection Account as provided in 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 Account, Note Distribution Account as provided and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.5 5.06 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) 5.07 of the Sale and Servicing Agreement. (c) On Except as otherwise provided in paragraphs (d), and (e) below, on each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or 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 Noteholders extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priorityamounts: (i) [Reserved]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 Class A Noteholders, Holders of 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 B Notes, the amount all amounts allocated to such Holders in the Note Distribution Account shall be applied to the payment respect of such interest on such Notes pro rata on the basis of the total such interest due on such Class B Notes; (iii) [Reserved]to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) [Reserved]; (v) to the Holders of the Class A NoteholdersNotes, for payment the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principalprincipal 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 A-1 Noteholders, until the Outstanding principal balance of the Class A-1 Notes is reduced to zero;until they are paid in full; then (B) to the Class A-2 NoteholdersNotes, pro rata, to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class until the Outstanding principal balance of the A-2 Notes is reduced to zero;they are paid in full; then (C) to the A-3 Noteholders, until the Outstanding principal balance of the Class A-3 Notes is reduced to zerountil they are paid in full; andthen (D) to the Class A-4 NoteholdersNotes 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, until on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding principal balance Amount of any Class of Notes remains greater than zero, the A-4 Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Accountfull. (d) On In the A-1 Note Final Scheduled Maturity Date, event the Indenture Trustee shall distribute Notes are declared to be due and payable following the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum occurrence of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes pursuant to Section 5.01(i) or (and, if any Notes remain outstanding after the Final Scheduled Maturity Dateii), 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 amounts and in the following order of priority: : (i) [Reserved]; (ii) to the Holders of the Class A NoteholdersNotes, all amounts allocated to such Holders in respect of interest on the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in Notes pro rata based upon the Note Distribution Account to pay the entire aggregate amount of accrued and unpaid interest then due on and payable to the Holders of such Notes, the amount in the Note Distribution Account shall be applied ; (ii) to the payment Holders of the Class A Notes, all amounts allocated to such interest on such Notes pro rata Holders in respect of principal on the basis Class A Notes, first to the Holders of the total such interest due on such Notes; (iii) first, to the Class A-1 Noteholders Notes until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second , then to the Holders of the Class A-2 NoteholdersNotes, the Class A-3 Noteholders Notes and the Class A-4 NoteholdersNotes, for payment of principal, ratably, according to pro rata based upon the amounts 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; (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. 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 for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes pro rata based upon the Outstanding Amount due and A-4 Notes has been reduced payable to zero; (iv) [Reserved]; the Holders of such Notes; (v) [Reserved]; 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) [Reserved]; and (vii) thereafterto the Holders of the Class C Notes, any excess shall be deposited all amounts allocated to such Holders in respect of principal on the Certificate Distribution AccountClass C Notes. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain (i) in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 A-2a Noteholders and the A-2b Noteholders, ratably, until the Outstanding principal balance of the A-2 A-2a Notes and the A-2b 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 A-2a Noteholders, the A-2b Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 A-2a Notes, A-2b Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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 5.01 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale Transfer and Servicing Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 of the Sale and Servicing Agreement. On or before each Payment Date the Noteholders’ Distributable Amount amounts with respect to the preceding Collection Period will be transferred from the Principal Funding Account, the Interest Payment Account and/or the Reserve Account, as applicable, to the Note Distribution Account as provided in Sections 5.5 5.04 and 5.6 5.05 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 Transfer and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) during the Revolving Period, to the Holders of the Class A NoteholdersNotes, accrued and unpaid interest on the Class Interest Amount for each Class of Class A Notes; provided, 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 the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Class A Notes pro rata on the basis of the total of such interest due on the Class A Notes; (ii) during the Revolving Period, to the Holders of the Class B Notes, accrued and unpaid interest on the Class B Notes; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes after giving effect to the distribution in clause (i) above, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the total of such interest due on the Class B Notes; (iii) [Reserved]; (iv) [Reserved]; (v) during the Amortization Period, to the Holders of the Class A NoteholdersNotes, 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, 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 the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Class A Notes pro rata on the basis of the total of such interest due on such the Class A Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]during the Amortization Period, to the Holders of the Class A Notes principal in an amount equal to the Class A Noteholders' Principal Distributable Amount with respect to such Distribution Date; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of such Class A Noteholders' Principal Distributable Amount after giving effect to the distribution in clause (iii) above, the amount remaining in the Note Distribution Account shall be applied to the payment of such Class A Noteholders' Principal Distributable Amount pro rata on the basis to the total of such Class A Noteholders' Principal Distributable Amount due on the Class A Notes; (v) [Reserved]during the Amortization Period, to the Holders of the Class B Notes, accrued and unpaid interest on the Class B Notes; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes after giving effect to the distribution in clause (iv) above, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class B Notes pro rata on the basis to the total of such interest due on the Class B Notes; (vi) [Reserved]during the Amortization Period, to the Holders of the Class B Notes principal in an amount equal to the Class B Noteholders' Principal Distributable Amount with respect to such Distribution Date; and provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of such Class B Noteholders' Principal Distributable Amount after giving effect to the distribution in clause (viiv) thereafterabove, any excess the amount remaining in the Note Distribution Account shall be deposited in applied to the Certificate Distribution Accountpayment of such Class B Noteholders' Principal Distributable Amount pro rata on the basis to the total of such Class B Noteholders' Principal Distributable Amount due on the Class B Notes. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the 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 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts payable on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]; (ii) the Noteholders' Interest Distribution Amount, to the Class A Noteholders, Noteholders in an amount equal to the Class Interest Amount for each Class of Class A Notesaccrued and unpaid interest on the Notes at the respective Note Rates; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Notes at the respective Note Rates, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 received to pay the entire amount Outstanding Amount of accrued and unpaid interest then due on such the Class A-1 Notes, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest principal on such the Class A-1 Notes on a pro rata on the basis of the total such interest due on such Notes;basis; and (iii) firstthe Noteholders' Principal Distribution Amount, to the A-1 Noteholders of the Class A-2 Notes until the outstanding principal balance Outstanding Amount of the A-1 Class A-2 Notes is reduced to zero; second provided, that if there are not sufficient funds received to pay the A-2 Noteholders, Outstanding Amount of the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the Class A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess amounts so received shall be deposited in applied to the Certificate Distribution Accountpayment of principal on the Class A-2 Notes on a pro rata basis. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Servicer shall deposit all Available Collections with respect to the preceding Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Section 5.3 Sections 4.2, 4.3, and 4.5 of the Sale and Servicing Agreement. On or before each Payment Date Date, all amounts required to be withdrawn from the Noteholders’ Distributable Amount with respect Reserve Account and deposited in the Collection Account pursuant 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)(x4.6(b) of the Sale and Servicing AgreementAgreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (based on the information contained in the Monthly Investor Report delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) shall deposit or distribute all amounts make the following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of funds on deposit in the Note Distribution Collection Account with respect to the Noteholders in Collection Period preceding such Payment Date (including funds, if any, deposited therein from the following amounts and Reserve Account), in the following order of priority: (i) [Reserved]first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the Class A Noteholders, the Class Interest Amount for each Class Noteholders of Class A Notes, the Accrued Class A Note Interest; provided, that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class A Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes pro rata on rata, in accordance with the basis aggregate Outstanding principal balances of the total such interest due on such Class A Notes; (iii) [Reserved]third, to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) [Reserved]; (v) to the Class A Noteholdersfourth, 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A NoteholdersB Notes, the Accrued Class Interest Amount for each Class of Class A NotesB Note Interest; provided, that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class B Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class B Notes on a pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]basis; (v) [Reserved]fifth, to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) [Reserved]sixth, to the Noteholders of Class C Notes, the Accrued Class C Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class C Note Interest, the amounts available shall be applied to the payment of such interest on the Class C Notes on a pro rata basis; (vii) seventh, to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) eighth, to the Trust Distribution Account, the Accrued Class D Certificate Interest; (ix) ninth, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance; (x) tenth, to the Principal Distribution Account, the Regular Principal Distribution Amount, if any; and (viixi) thereaftereleventh, to the Seller, any excess shall be deposited funds remaining on deposit in the Certificate Distribution Account.Collection Account with respect to the Collection Period preceding such Payment Date. Notwithstanding any other provision of this Article VIII, and subject to Section 5.4(b): (fA) [Reserved]. following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) that has resulted in an acceleration of the Notes (gincluding the occurrence of such an Event of Default following the occurrence of an Event of Default specified in Section 5.1(iii) [Reserved].hereof that resulted in acceleration of the Notes), the Servicer shall instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the application of:

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the 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 Sections 4.1, 4.7 and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.8 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Servicer shall deposit all Available Collections with respect to the preceding Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Section 5.3 Sections 4.2, 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/or the Yield Supplement Account and deposited in the Collection Account pursuant to Section 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 the Noteholders’ Distributable Amount with respect pursuant to the preceding Collection Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 Section 3.9 of the Sale and Servicing Agreement, ) from the Reserve Account and/or the Yield Supplement Account and the Note Monthly Additional Principal Distributable Amount as of such Payment Date will be transferred deposited to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementCollection Account. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts (based on deposit the information contained in the Note Distribution 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 Noteholders in extent of Available Funds for such Payment Date (including funds, if any, deposited therein from the following amounts and Reserve Account and/or the Yield Supplement Account), in the following order of priority: (i) [Reserved]first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the Class A Noteholders, the Class Interest Amount for each Class of Accrued Class A NotesNote Interest for such Payment Date; provided, provided that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class A Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iii) [Reserved]third, to the Noteholders, the Priority Note Principal Payment for such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of this Indenture; (iv) [Reserved]fourth, to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, 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 A Noteholdersto 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 Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for payment 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 principalthis Indenture and Section 7.1 of the Trust Agreement, respectively, and not previously paid; and (ix) ninth, to the Depositor, any 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 Default specified in Section 5.1(iii), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (A1) to the A-1 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 Outstanding principal balance amount of the A-1 Notes is reduced has been paid in full; (7) to zero;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 A-2 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 Outstanding principal balance amount of the A-2 Notes is reduced to zerohas been paid in full; (C5) to the A-3 NoteholdersCertificate Distribution Account, until the Outstanding principal balance sum of the A-3 Notes is reduced to zeroAccrued Class B Certificate Interest for such Payment Date and the Certificate Balance of the Class B Certificates; and (D6) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafterDepositor, any excess shall be deposited in the Certificate Distribution Accountremaining Available Funds for such Payment Date. (d) On If the A-1 Note Final Scheduled Maturity Notes have not been accelerated because of an Event of Default, on each Payment Date, the Indenture Trustee shall distribute to (based on the Class A-1 Noteholders, from the amount available information contained in the Note Distribution Account, an amount equal Servicer's Certificate delivered on or before the related Determination Date pursuant to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as Section 3.9 of the A-1 Note Final Scheduled Maturity Date, Sale and (iiServicing Agreement) shall withdraw the amount necessary to reduce funds deposited in the outstanding principal amount of the A-1 Notes to zero. (e) On each Principal Distribution Account on such Payment Date and Redemption Date, after an Event of Default make distributions and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and payments in the following order of priority: (i) [Reserved]first, to the holders of the Class A-1 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the Class A Noteholders, holders of the Class Interest Amount for each Class A-2 Notes on a pro rata basis in reduction of Class A Notes; provided, that if there are not sufficient funds in principal until the Note Distribution Account to pay the entire principal amount of accrued and unpaid interest then due on such Notes, the amount Class A-2 Notes has been paid in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notesfull; (iii) firstthird, to the A-1 Noteholders holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the outstanding principal balance amount of the A-1 Class A-3 Notes is reduced to zero; second have been paid in full; (iv) fourth, to the A-2 Noteholdersholders 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, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on Certificate Distribution Account in reduction of the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority Certificate Balance of any kind, the Class B Certificates until the outstanding principal balance Certificate Balance of the A-2 Notes, A-3 Notes and A-4 Notes Class B Certificates has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess . 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 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) withdraw the funds deposited in the Certificate Principal Distribution AccountAccount on each Payment Date and pay them, first, to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes have been paid in full and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Notes has been paid in full. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Indenture Trustee shall cause the Servicer to establish and maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.01 of the Sale and Servicing Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, based solely on the Total Distribution Amount Date Statement, the Indenture Trustee shall withdraw from the Collection Account an amount equal to the amount of Available Funds available with respect to such Distribution Date and deposit such amount into the preceding Collection Period will be deposited in the Collection Account Payment Account, as provided in Section 5.3 4.03(a) of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable Amount Indenture Trustee will apply the Available Funds with respect to the preceding related Collection Period will be transferred Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Insured Payment, to make the deposits 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 required pursuant to the Note Distribution Account as provided in Section 5.6(b)(x4.03(a) of the Sale and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]to the Holders of each Class of Notes, on a pro rata basis, the Note Interest Distributable Amount for such Distribution Date; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class of Notes, to the Class A Noteholders, the Class Interest Amount for each Holders of such 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 Principal Distributable Amount to the payment extent of the remaining Outstanding Principal Amount of such interest on such Notes pro rata on the basis Class of the total such interest due on such Notes; (iii) first, to the Holders of the Class A-1 Noteholders Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the outstanding principal balance Outstanding Principal Amount of the Class A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]to the Holders of the Class A-2 Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Principal Amount of the Class A-2 Notes is reduced to zero; (v) [Reserved];to the Holders of the Class A-3 Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii) and (iv) above), until the Outstanding Principal Amount of the Class A-3 Notes is reduced to zero; and (vi) [Reserved]; and to the Holders of the Class A-4 Notes, the remaining Note Principal Distributable Amount (viiafter giving effect to the payments, if any, described in clauses (ii), (iii), (iv) thereafterand (v) above), any excess shall be deposited in until the Certificate Distribution AccountOutstanding Principal Amount of the Class A-4 Notes is reduced to zero. (fd) [Reserved]The Indenture Trustee shall make claims under the Insurance Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Insurance Policy. In making any such claim, the Indenture Trustee shall comply with all the terms and conditions of the Insurance Policy. Upon receipt of the Insured Payment, the Indenture Trustee shall distribute such Insured Payment as part of the Note Distributable Amount under this Indenture. (g) [Reserved].

Trust Accounts. (a) On or prior to before the Closing Date, the Issuing Entity Trust Depositor shall cause establish the Servicer to establish Trust Accounts, each with and maintain (i) in the name of the Indenture Trustee, Trustee for the benefit of the Noteholders [and the Certificateholders[Swap][Cap] Counterparty] [and the Underlying Trustee for the benefit of the holder of the Underlying Trust Certificate]. The Administrator is hereby required to ensure that each of the Trust Accounts is established and maintained as an Eligible Account. In the event that a Trust Account does not satisfy the requirements set forth in the definition of Eligible Account, the Trust Depositor shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause such Trust Account to be moved to an account satisfying the requirements set forth in the definition of Eligible Account within sixty (60) days. (b) The Indenture Trustee shall deposit (or, except as provided in Section 5.05(e) hereof, the Servicer shall deposit, with respect to payments by or on behalf of the Obligors received directly by the Servicer) into the Collection Account as promptly as practical (but in any case not later than the second Business Day following the processing thereof): (i) With respect to principal and interest on the Contracts received after the Cutoff Date (which for the purpose of this paragraph (b)(i) shall include those monies in the Lockbox Account allocable to principal and interest on the Contracts), all such amounts received by the [Underlying][Owner] Trustee or Servicer; (ii) All Net Liquidation Proceeds related to the Contracts; (iii) The aggregate of the Purchase Prices for Contracts reacquired by the Trust Depositor as described in Section 7.08, and by the Seller as described in the Sale and Transfer Agreement; (iv) All Advances made by the Servicer pursuant to Section 7.03; (v) All amounts paid by the Servicer in connection with an optional purchase of the Contracts described in Section 7.10; (vi) The aggregate of the Purchase Prices for Contracts purchased by the Servicer as described in Section 7.11; [and] (vii) All amounts received in respect of interest, dividends, gains, income and earnings on investments of funds in the Collection Account and the Note Distribution Account as contemplated herein[; and][.] (viii) All Net [Swap][Cap] Receipts and [Swap][Cap] Termination Payments received by it under the Interest Rate [Swap][Cap] Agreement.] (c) [Reserved]. (d) The Servicer shall direct the Indenture Trustee to, and the Indenture Trustee shall, invest the amounts in the Trust Accounts in Qualified Eligible Investments that are payable on demand or that mature not later than one Business Day prior to the next succeeding Distribution Date. Once such funds are invested, the Indenture Trustee shall not change the investment of such funds. Any loss on such investments shall be charged to such Trust Account. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 5.05(d). All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Trust Accounts (other than the Spread Reserve Fund [and the Risk Retention Reserve Account]) as provided in Section 5.1 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount with respect to the preceding Collection Period will shall be deposited in the Collection Account as provided in pursuant to Section 5.3 5.05(b) and distributed on the applicable Distribution Date pursuant to Section 7.05. The Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” (within the meaning of Section 9-106 of the Sale and Servicing Agreement. On or before each Payment Date UCC) of collateral comprised of “investment property” (within 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 meaning of Section 9-102 of the Sale and Servicing UCC) for all purposes of this 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, it being understood that the Indenture Trustee shall deposit or distribute all amounts on deposit make no investment decisions in the Note Distribution Account connection therewith. (e) Notwithstanding anything to the Noteholders contrary herein, the Servicer may remit payments on the Contracts and Net Liquidation Proceeds to the Collection Account in next-day funds or immediately available funds no later than 10:00 a.m., Central time, on the following amounts Business Day prior to the next succeeding Distribution Date, but only for so long as the short-term debt security rating of the Servicer (or an Affiliate thereof acceptable to each Rating Agency) is at least “[ ]” by [ ] and “[ ]” by [ ]. (f) The Servicer shall apply collections received in the following order respect of prioritya Contract as follows: (i) [Reserved]First, to the scheduled payment (including accrued interest and principal) with respect to such Contract; (ii) to the Class A NoteholdersSecond, 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 any expenses and unpaid interest then late charges or fees (if any) due on and owing under 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 total such interest due on such Notes;Contract; and (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) firstThird, to the A-1 Noteholders any remaining principal until the outstanding principal balance of the A-1 Notes such Contract is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited paid in the Certificate Distribution Account. (f) [Reserved]full. (g) [Reserved]The Servicer will, from time to time as provided herein, be permitted to withdraw or request the withdrawal from the Collection Account any amount deposited therein that, based on the Servicer’s good-faith determination, was deposited in error.

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity -------------- Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersNoteholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts payable on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.2 or Section 5.4(b)): (i) [Reserved]; (ii) the Class A Noteholders' Interest Distribution Amount, to the Class A Noteholders, Noteholders in an amount equal to the Class Interest Amount for each Class of accrued and unpaid interest on the Notes at the respective Class A NotesNote Rates; provided, provided that if there are not -------- sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Class A Notes at the respective Class A Note Rates, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Class A Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the Class B Noteholders' Interest Distribution Amount, to the Class A Noteholders, for payment of principal, B Noteholders 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to at the Class A Noteholders, the Class Interest Amount for each Class of Class A NotesB Note Rate; provided, provided that if there are not sufficient funds in the Note Distribution Account -------- received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Class B Notes at the Class B Note Rate, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Class B Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iii) firstthe Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-1 Noteholders Notes until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-1 Notes, the amounts so received shall be applied to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable principal on the A-2 Notes, A-3 Class A-1 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero;on a pro rata basis; and (iv) [Reserved];the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; and (v) [Reserved]; (vi) [Reserved]the Noteholders' Principal Distribution Amount, to the Noteholders of the Class B Notes until the Outstanding Amount of the Class B Notes is reduced to zero; and (vii) thereafterprovided, any excess that if there are not sufficient funds received to pay the Outstanding Amount of the Class B Notes, the amounts so received shall be deposited in applied to the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].payment of principal on the Class B Notes on a pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and and, to the Certificateholdersextent set forth herein, the Trust Accounts (other than Certificateholder, the Spread Account) 201_-_ SUBI Collection Account as provided in Section 5.1 the 201_-_ SUBI Supplement, which account shall constitute a SUBI Collection Account. The 201_-_ SUBI Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Indenture, in the event that the 201_-_ SUBI Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance as necessary, cause the 201_-_ SUBI Collection Account to be moved to an Eligible Institution. The Indenture Trustee shall transfer all amounts remaining on deposit in the 201_-_ SUBI Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Sale and Servicing Agreement, and (ii) in Trust Estate is otherwise released from the name lien of the Issuing Entity, Indenture) to the Issuer for the benefit of the Issuing EntityCertificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the 201_-_ SUBI Collection Account, all funds or investments held or to be held therein and all proceeds thereof, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in this Indenture with respect to amounts held for payment to the Noteholders that do not promptly deliver a Note for payment on such Payment Date. For so long as Notes of any Class remain outstanding, the Spread Indenture Trustee shall possess all right, title and interest in the 201_-_ SUBI Collection Account as provided in Section 5.1 (excluding interest or investment income thereon payable to the Servicer), and that the 201_-_ SUBI Collection Account shall be under the sole dominion and control of the Sale Indenture Trustee for the benefit of the Noteholders and Servicing the Certificateholder, as set forth in this Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the 201_-_ SUBI Collection Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the 201_-_ Securitization Trust Agreement, as the case may be. (b) On or before prior to the Closing Date, the Seller shall, pursuant to Section 5.01 of the 201_-_ Securitization Trust Agreement, establish and maintain with the Indenture Trustee, for the benefit of the Noteholders, the Reserve Account. Upon the execution and delivery by the parties hereto of this Indenture, the Indenture Trustee will deliver to the Securities Intermediary the Prohibition Notice provided for in the Securities Account Control Agreement. In connection with the termination of this Indenture, the Indenture Trustee will deliver to the Securities Intermediary the Rescission of Prohibition Notice provided for in the Securities Account Control Agreement. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 8.03(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Payment Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in the Collection Account as provided in 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)(xclauses (i) through (v) of Section 8.03(b), (y) the Sale and Servicing Agreement. (c) On each payment of principal on any class of Notes on the related Final Scheduled Payment Date and Redemption Date prior to an Event of Default (z) the payments and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account distributions to the Noteholders described in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; clause (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity DateSection 8.03(c), the Indenture Trustee shall distribute all withdraw amounts then on deposit in the Note Distribution Reserve Account (excluding any net investment income on Eligible Investments payable to the Noteholders Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the 201_-_ SUBI Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the following acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts and remaining on deposit in the following order Reserve Account in excess of priority: (i) [Reserved]; (ii) to the Specified Reserve Account Balance. Following the payment in full of the Class A NoteholdersNote Balance, the Class Interest Amount for each Class B Note Balance and of Class A Notes; providedall other amounts owing or to be distributed hereunder or under the 201_-_ Securitization Trust Agreement to Noteholders, that if there are not sufficient funds as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Note Distribution Account Reserve Account. Upon any such distribution to pay the entire amount of accrued and unpaid interest then due on such NotesSeller, 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 NoteholdersIssuer, the A-3 Noteholders Owner Trustee, the Delaware Trustee, the Certificateholder, the Indenture Trustee and the A-4 NoteholdersNoteholders will have no further rights in, for payment of principalor claims to, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Accountsuch amounts. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, -------------- the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the 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 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount and any Note Interest Carryover, if any, with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts payable on the Notes for principal, interest and any Note Interest Carryover in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]; (ii) the Noteholders' Interest Distribution Amount, to the Class A Noteholders, Noteholders in an amount equal to the Class Interest Amount for each Class of Class A Notesaccrued and unpaid interest on the Notes at the respective Note Rates; provided, provided that if there are not sufficient funds in the Note Distribution Account -------- received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Notes at the respective Note Rates, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in received to pay the Outstanding Amount of the Class A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; (iii) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; and (iv) the Note Distribution Account Interest Carryover, if any, to the Noteholders; provided that if insufficient funds are received to pay the entire amount of accrued and unpaid interest then due on such NotesNote Interest Carryover, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest Note Interest Carryover on such Notes a pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Accountbasis. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the CertificateholdersDerivative Contract Counterparties, the Trust Accounts (other than the Spread Account) Payment Account as provided in Section 5.1 of the Sale and Servicing Agreement, and 3.01 hereof. (iib) All monies deposited from time to time in the name Payment Account and all deposits therein pursuant to this Indenture (other than deposits of the Issuing Entity, any gain or income on investments thereof) are for the benefit of the Issuing Entity, Bondholders. Any loss on any investment made by the Spread Indenture Trustee with funds in the Payment Account as provided shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in Section 5.1 the Payment Account and the Certificate Distribution Account including all income or other gain from such investments shall be for the benefit of and the risk of the Sale and Servicing Agreement. (b) 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 provided in 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 AgreementMaster Servicer. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) pay the aggregate accrued Bond Insurance Premium to the Bond Insurer, (ii) pay the related Derivative Contract Counterparty the Net Derivative Fee and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity DateClass A-2 Net Derivative Fee, in each case excluding any Additional Derivative Contract Counterparty Payment, and (iiiii) pay the amount necessary to reduce Owner Trustee the outstanding principal amount of the A-1 Notes to zero. (e) On each Payment Date Owner Trustee’s Fee, and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Distribution Payment Account to the Noteholders Bondholders in respect of the Bonds and to such other persons in the following amounts and in the following order of priority:priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (id) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient The Indenture Trustee shall invest any funds in the Note Distribution Account Payment Account, but only in Eligible Investments, as directed by the Master Servicer, maturing no later than the Business Day preceding each Payment Date and such Eligible Investments shall not be sold or disposed of prior to pay their maturity. From the entire amount of accrued and unpaid interest then due on Business Day prior to the Payment Date until distributed, such Notes, the amount in the Note Distribution Account funds shall be applied to held uninvested and any income, gain or other benefit with respect thereto shall be for the payment of such interest on such Notes pro rata on the basis benefit of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution AccountIndenture Trustee. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, -------------- the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersNoteholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2.7, 2.8.1 and 5.6 2.8.2 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 Administration Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts payable on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.2 or Section 5.4(b)): (i) [Reserved]; (ii) the Class A Noteholders' Interest Distribution Amount, to the Class A Noteholders, Noteholders in an amount equal to the Class Interest Amount for each Class of accrued and unpaid interest on the Notes at the respective Class A NotesNote Rates; provided, provided that if there are not -------- sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Class A Notes at the respective Class A Note Rates, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Class A Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the Class B Noteholders' Interest Distribution Amount, to the Class A Noteholders, for payment of principal, B Noteholders 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to at the Class A Noteholders, the Class Interest Amount for each Class of Class A NotesB Note Rate; provided, provided that if there are not sufficient funds in the Note Distribution Account -------- received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Class B Notes at the Class B Note Rate, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Class B Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iii) firstthe Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-1 Noteholders Notes until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-1 Notes, the amounts so received shall be applied to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable principal on the A-2 Notes, A-3 Class A-1 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero;on a pro rata basis; and (iv) [Reserved];the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; and (v) [Reserved];the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-3 Notes, the amounts so received shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; and (vi) [Reserved]the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-4 Notes, the amounts so received shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; and (vii) thereafterthe Noteholders' Principal Distribution Amount, any excess to the Noteholders of the Class B Notes until the Outstanding Amount of the Class B Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class B Notes, the amounts so received shall be deposited in applied to the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].payment of principal on the Class B Notes on a pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 of the Sale and Servicing Agreement, and (ii) or in the name of the Issuing EntityTrust Agent, for the benefit of the Issuing EntityCertificateholders and the Insurer, the Spread Account Trust Accounts as provided in Section 5.1 4.01 of the Sale and Servicing Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, based solely on the Total Distribution Amount Date Statement, the Servicer shall cause funds to be withdrawn from the Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Collection Period will be deposited in the Collection Account Payment Account, as provided in Section 5.3 4.02(e) of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable Amount Indenture Trustee will apply the Net Collections available with respect to the preceding related Collection Period will be transferred Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Policy Claim Amount, to make the deposits 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 required pursuant to the Note Distribution Account as provided in Section 5.6(b)(x4.03(a) of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDistribution Date, the Indenture Trustee shall deposit or distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]to the Holders of each Class of Notes, the Note Interest Distributable Amount for such Distribution Date, pro rata; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class of Notes, to the Class A Noteholders, the Class Interest Amount for each Holders of such 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 Principal Distributable Amount to the payment extent of the remaining Outstanding Amount of such interest on such Notes pro rata on the basis Class of the total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Holders of the Class A NoteholdersA-1 Notes, for payment of principal, in the following order of priority: remaining Note Principal Distributable Amount (A) after giving effect to the A-1 Noteholderspayment, if any, described in clause (ii) above), until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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 (Div) to the A-4 NoteholdersHolders of the Class A-2 Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding principal balance Amount of the A-4 Class A-2 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On The Indenture Trustee shall make claims under the A-1 Note Final Scheduled Maturity DatePolicy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount as part of the Note Distributable Amount under this Indenture to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal extent such Policy Claim Amount relates to the sum of (i) the aggregate accrued Notes and unpaid interest on the A-1 Notes as part of the A-1 Note Final Scheduled Maturity Date, Certificate Distributable Amount under the Sale and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account Servicing Agreement to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) extent such Policy Claim Amount relates to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution AccountCertificates. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Servicer shall deposit all Available Collections with respect to the preceding Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Section 5.3 Sections 4.2, 4.3, and 4.5 of the Sale and Servicing Agreement. On or before each Payment Date Date, all amounts required to be withdrawn from the Noteholders’ Distributable Amount with respect Reserve Account and deposited in the Collection Account pursuant 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)(x4.6(b) of the Sale and Servicing AgreementAgreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (based on the information contained in the Monthly Investor Report delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) shall deposit or distribute all amounts make the following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of funds on deposit in the Note Distribution Collection Account with respect to the Noteholders in Collection Period preceding such Payment Date (including funds, if any, deposited therein from the following amounts and Reserve Account), in the following order of priority: (i) [Reserved]first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the Class A Noteholders, the Class Interest Amount for each Class Noteholders of Class A Notes, the Accrued Class A Note Interest; provided, that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class A Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes pro rata on rata, in accordance with the basis aggregate Outstanding principal balances of the total such interest due on such Class A Notes; (iii) [Reserved]third, to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) [Reserved]; (v) to the Class A Noteholdersfourth, 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A NoteholdersB Notes, the Accrued Class Interest Amount for each Class of Class A NotesB Note Interest; provided, that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class B Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class B Notes on a pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]basis; (v) [Reserved]fifth, to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) [Reserved]sixth, to the Noteholders of Class C Notes, the Accrued Class C Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class C Note Interest, the amounts available shall be applied to the payment of such interest on the Class C Notes on a pro rata basis; (vii) seventh, to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) eighth, to the Certificate Interest Distribution Account, the Accrued Class D Certificate Interest; (ix) ninth, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance; (x) tenth, to the Principal Distribution Account, the Regular Principal Distribution Amount, if any; and (viixi) thereaftereleventh, to the Seller, any excess shall be deposited funds remaining on deposit in the Certificate Distribution Account.Collection Account with respect to the Collection Period preceding such Payment Date. Notwithstanding any other provision of this Article VIII, and subject to Section 5.4(b): (fA) [Reserved]. following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) that has resulted in an acceleration of the Notes (gincluding the occurrence of such an Event of Default following the occurrence of an Event of Default specified in Section 5.1(iii) [Reserved].hereof that resulted in acceleration of the Notes), the Servicer shall instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the application of:

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 SECTION 5.05 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount All Available Amounts with respect to the preceding Collection each Due Period will be deposited in the Collection Account as provided in Section 5.3 SECTION 5.05 of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, all amounts required to be deposited in the Noteholders’ Distributable Amount Note Distribution Account with respect to the preceding Collection Due Period will be transferred pursuant to the Note Distribution Account as provided in Sections 5.5 and 5.6 SECTION 7.04 of the Sale and Servicing Agreement, and the Note Monthly Additional Principal Distributable Amount as of such Payment Date Agreement will be transferred from the Collection Account and/or the Reserve Account to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementAccount. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDistribution Date, the Indenture Trustee Trustee, in accordance with the Servicer's written instructions, shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the following Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following order of priority: (i) [Reserved]; (ii) to the Class A A-1 Noteholders, accrued and unpaid interest on the outstanding principal amount of the Class Interest Amount for each A-1 Notes, to the Class A-2 Noteholders, accrued and unpaid interest on the outstanding principal amount of the Class A A-2 Notes, to the Class A-3 Noteholders, accrued and unpaid interest on the outstanding principal amount of the Class A-3 Notes and to the Class A-4 Noteholders, accrued and unpaid interest on the outstanding principal amount of the Class A-4 Notes; providedPROVIDED, HOWEVER, that if there are not sufficient insufficient funds on deposit in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on such the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes pro rata on the basis of the total such respective aggregate amounts of interest due and unpaid on such the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, respectively; (ii) unless otherwise provided in clause (iv) below, to the Class B Noteholders, accrued and unpaid interest on the outstanding principal amount of the Class B Notes; (iii) [Reserved]unless otherwise provided in clause (iv) or (v) below, the Note Principal Distributable Amount with respect to such Distribution Date shall be applied as follows: (A) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (B) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (C) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero (D) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero; and (E) to the Class B Noteholders in reduction of the Outstanding Amount of the Class B Notes until the Outstanding Amount of the Class B Notes is reduced to zero. (iv) [Reserved]; if the Notes have been declared immediately due and payable as provided in SECTION 5.02 following the occurrence of an Event of Default in SECTION 5.01(i) or (vii) to until such time as the Class A NoteholdersNotes have been paid in full, for payment of principal, any funds remaining in the Note Distribution Account after the application described in SECTIONS 8.02(c)(i) shall be applied in the following order of priority: (A) to the Class A-1 Noteholders, until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders in reduction of the Outstanding principal balance Amounts of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes is reduced to zeroand the Class A-4 Notes pro rata on the basis of the Outstanding Amounts of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes; (B) to the A-2 Class B Noteholders, until accrued and unpaid interest on the Outstanding outstanding principal balance amount of the A-2 Notes is reduced to zero;Class B Notes; and (C) to the A-3 Noteholders, until Class B Noteholders in reduction of the Outstanding principal balance Amount 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 zeroClass B Notes; (viv) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited if the Notes have been declared immediately due and payable as provided in SECTION 5.02 following the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum occurrence of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of in SECTION 5.01(iii), (iv) or (V) until such time as the Notes (andhave been paid in full, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit funds remaining in the Note Distribution Account to after the Noteholders applications described in the following amounts SECTIONS 8.02(c)(i) and (ii) shall be applied in the following order of priority: (i) [Reserved]; (iiA) to the Class A A-1 Noteholders, the Class Interest Amount for each A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders in reduction of the Outstanding Amounts of the 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 A-1 Notes, the amount in Class A-2 Notes, the Note Distribution Account shall be applied to Class A-3 Notes and the payment of such interest on such Class A-4 Notes pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance Outstanding Amounts of the Class A-1 Notes is reduced to zero; second to the A-2 NoteholdersNotes, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (viiB) thereafter, any excess shall be deposited to the Class B Noteholders in reduction of the Certificate Distribution AccountOutstanding Amount of the Class B Notes. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the 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 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts payable on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]; (ii) the Noteholders' Interest Distribution Amount, to the Class A Noteholders, Noteholders in an amount equal to the Class Interest Amount for each Class of Class A Notesaccrued and unpaid interest on the Notes at the respective Note Rates; provided, PROVIDED that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Notes at the respective Note Rates, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 received to pay the entire amount Outstanding Amount of accrued and unpaid interest then due on such the Class A-1 Notes, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest principal on such the Class A-1 Notes on a pro rata on the basis of the total such interest due on such Notes;basis; and (iii) firstthe Noteholders' Principal Distribution Amount, to the A-1 Noteholders of the Class A-2 Notes until the outstanding principal balance Outstanding Amount of the A-1 Class A-2 Notes is reduced to zero; second provided, that if there are not sufficient funds received to pay the A-2 Noteholders, Outstanding Amount of the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the Class A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess amounts so received shall be deposited in applied to the Certificate Distribution Accountpayment of principal on the Class A-2 Notes on a pro rata basis. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) 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 Spread Account) as provided in Section 5.1 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Datethe day required by Section 5.02 of the Sale and Servicing Agreement, the Total Distribution Amount (net of the Servicing Fee for such Distribution Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Sellers) with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.02 of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, all amounts required to be deposited in the Noteholders’ Distributable Amount Note Distribution Account with respect to the preceding related Collection Period will be transferred pursuant to the Note Distribution Account as provided in Sections 5.5 and 5.6 Section 5.06 of the Sale and Servicing Agreement, and the Note Monthly Additional Principal Distributable Amount as of such Payment Date Agreement will be transferred from the Collection Account and the Reserve Account to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementAccount. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the 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 and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) to accrued and unpaid interest on the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds allocated in the Note Distribution Collection Account for distribution to the Noteholders to pay the entire amount of accrued and unpaid interest then due on such the Notes, the amount on deposit in the Note Distribution Account shall be applied to the payment of such interest on such the Notes pro rata on the basis of the total such interest due on such the Notes;; and (iiiii) first, the Noteholders' Principal Distributable Amount in the following order of priority: (1) to the Holders of the Class A-1 Noteholders Notes on account of principal until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second ; (2) to the Holders of the Class A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment Notes on account of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, principal until the outstanding principal balance Outstanding Amount of the Class A-2 Notes, A-3 Notes and A-4 Notes has been is reduced to zero; (iv3) [Reserved]; (v) [Reserved]; (vi) [Reserved]to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (vii4) thereafterto the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. After making the distributions from the Collection Account to the Note Distribution Account and subject to Section 8.04, any excess the Indenture Trustee shall be deposited in make the Certificate Distribution distributions from the Collection Account, if any, to the Certificateholders and BMW FS Receivables Corporation called for pursuant to Sections 5.06(b)(iv), (v) and (x)of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the 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 Sections 4.1 and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.7 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Servicer shall deposit all Available Collections with respect to the preceding Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Section 5.3 Sections 4.2, 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 deposited in the Collection Account pursuant to Section 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 the Noteholders’ Distributable Amount with respect pursuant to the preceding Collection Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 Section 3.9 of the Sale and Servicing Agreement, ) from the Reserve Account and the Note Monthly Additional Principal Distributable Amount as of such Payment Date will be transferred deposited to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementCollection Account. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts (based on deposit the information contained in the Note Distribution 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 Noteholders in extent of Available Funds for such Payment Date (including funds, if any, deposited therein from the following amounts and Reserve Account), in the following order of priority: (i) [Reserved]first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the Class A Noteholders, the Class Interest Amount for each Class of Accrued Class A NotesNote Interest for such Payment Date; provided, provided that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class A Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iii) [Reserved]; (iv) [Reserved]; (v) third, to the Class A Noteholders, the First Priority Principal Payment for payment such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of principalthis Indenture; (iv) fourth, to the Class B Noteholders, the Accrued Class B Note Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, 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 to 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 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 Certificate Distribution Account, any 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 Default specified in Section 5.1(iii), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (A1) to the A-1 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 Class A 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 Class A Noteholders, the First Priority 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 Class B Noteholders, the Accrued Class B Note Interest for such Payment Date; (6) to the Principal Distribution Account, until the Outstanding principal balance amount of the A-1 Notes is reduced has been paid in full; and (7) to zero;the Certificate Distribution Account, 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 A-2 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 Class A 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 Outstanding principal balance amount of the A-2 Class A Notes is reduced to zerohas been paid in full; (C5) first, to the A-3 Class B Noteholders, the Accrued Class B Note Interest for such Payment Date and second, to the Principal Distribution Account, until the Outstanding principal balance amount of the A-3 Class B Notes is reduced to zerohas been paid in full; and (D6) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account, any remaining Available Funds for such Payment Date. (d) On If the A-1 Note Final Scheduled Maturity Notes have not been accelerated because of an Event of Default, on each Payment Date, the Indenture Trustee shall distribute to (based on the Class A-1 Noteholders, from the amount available information contained in the Note Distribution Account, an amount equal Servicer's Certificate delivered on or before the related Determination Date pursuant to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as Section 3.9 of the A-1 Note Final Scheduled Maturity Date, Sale and (iiServicing Agreement) shall withdraw the amount necessary to reduce funds deposited in the outstanding principal amount of the A-1 Notes to zero. (e) On each Principal Distribution Account on such Payment Date and Redemption Date, after an Event of Default make distributions and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and payments in the following order of priority: (i) [Reserved]first, to the holders of the Class A-1 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the Class A Noteholders, holders of the Class Interest Amount for each Class A-2 Notes on a pro rata basis in reduction of Class A Notes; provided, that if there are not sufficient funds in principal until the Note Distribution Account to pay the entire principal amount of accrued and unpaid interest then due on such Notes, the amount Class A-2 Notes has been paid in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notesfull; (iii) firstthird, to the A-1 Noteholders holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the outstanding principal balance amount of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, Class A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has have been reduced to zeropaid in full; (iv) [Reserved];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) [Reserved]; (vi) [Reserved]; and (vii) thereafterfifth, any excess to the holders of the Class B Notes, on a pro rata basis in reduction of principal until the principal amount of the Class B Notes have been paid in full. Any funds remaining on deposit in the Principal Distribution Account shall be deposited in 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 Certificate Distribution Account. 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 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) withdraw the funds deposited in the Principal Distribution Account on each Payment Date and pay them, first, to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes have been paid in full, then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Notes has been paid in full and then to the Class B Notes until the principal amount of such Notes has been paid in full. (fe) [Reserved]Notwithstanding anything to the contrary contained herein, with respect to the Special Payment Date, if any, the instructions provided by the Servicer to 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) pursuant to Section 8.2(c) and Section 8.2(d) shall specify that on the Special Payment Date, distributions shall be made from the Collection Account and the Principal Distribution Account in respect of the Class A-1 Notes. The portion of the Available Funds (plus funds, if any, deposited in the Collection Account from the Reserve Account) distributed from the Collection Account and the Principal Distribution Account in respect of the Class A-1 Notes on the Special Payment Date, shall be allocated in the order and priority set forth in Section 8.2(c) and Section 8.2(d) as though such amounts were to be distributed on the December 2007 Payment Date. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Distribution Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.02 of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, all amounts required to be deposited in the Noteholders’ Distributable Amount Note Distribution Account with respect to the preceding Collection Period will be transferred pursuant to the Note Distribution Account as provided in Sections 5.5 5.06 and 5.6 5.07 of the Sale and Servicing Agreement, and the Note Monthly Additional Principal Distributable Amount as of such Payment Date Agreement will be transferred from the Collection Account and/or the Reserve Account to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementAccount. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) to accrued and unpaid interest on the 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 the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Class A Notes pro rata on the basis of the total such interest due on such the Class A Notes; (ii) accrued and unpaid interest on the Class B Notes; (iii) [Reserved]; the Noteholders' Principal Distributable Amount (ivor on each Distribution Date in the Release Period, the Release Period Noteholders' Principal Distributable Amount) [Reserved]; (v) to the Class A Noteholders, for payment of principal, in the following order of priority: (A1) to the Holders of the Class A-1 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B2) to the Holders of the Class A-2 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (C3) to the Holders of the Class A-3 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-3 Notes is reduced to zero; (4) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; and (D5) to the A-4 Noteholders, Class B Noteholders until the Outstanding principal balance Amount of the A-4 Class B Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersCertificateholders and the Credit Enhancer, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 __ of the Sale and Servicing Agreement, including the Payment Account as provided in Section 3.01 of this Indenture, and the Certificate Distribution Account. (iib) All moneys deposited from time to time in the name of Payment Account pursuant to the Issuing Entity, Sale and Servicing Agreement and all deposits therein pursuant to this Indenture are for the benefit of the Issuing Entity, Noteholders and the Spread Account Certificateholders and all investments made with such moneys including all income or other gain from such investments are for the benefit of the Servicer as provided in Section 5.1 of by the Sale and Servicing Agreement. (b) . 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 provided in Section 5.3 ___ of the Sale and Servicing Agreement. On or before each Payment Date Date, the Noteholders’ ' Distributable Amount with respect to the preceding Collection Period will be transferred from the Collection Account and/or the Reserve Account to the Note Distribution Payment 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. (c) . On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Payment Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) to accrued and unpaid interest on the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, provided that if there are not sufficient funds in the Note Distribution Payment Account to pay the entire amount of accrued and unpaid interest then due on such the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Notes pro rata on the basis of the total such interest due on such the Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 Holders of the total such interest due Notes on such Notes; (iii) first, to the A-1 Noteholders account of principal until the outstanding principal balance Security Balances of the A-1 Notes is reduced to zero; second . The Depositor may direct the Indenture Trustee to invest any funds in the Payment Account in Eligible Investments, bearing interest or sold at a discount, maturing no later than the Business Day preceding each Payment Date and shall not be sold or disposed of prior to the A-2 Noteholdersmaturity; provided that Eligible Investments which are obligations of the Indenture Trustee may mature on the next Payment Date. Unless otherwise instructed by the Depositor, the A-3 Noteholders Indenture Trustee shall invest all funds in the Payment Account in commercial paper so long as it is an Eligible Investment. (c) On or before the Closing Date the Issuer shall open, at the Corporate Trust Office, the Funding Account and the A-4 NoteholdersReserve Account. The Servicer may direct the Indenture Trustee to invest any funds in the Funding Account and the Reserve Account in Eligible Investments, for payment bearing interest or sold at a discount, maturing no later than the Business Day preceding each Payment Date and shall not be sold or disposed of principal, ratably, according prior to the amounts due and payable maturity; provided that Eligible Investments which are the obligations of the Indenture Trustee may mature on the A-2 next Payment Date. Unless otherwise instructed by the Servicer, the Indenture Trustee shall invest all funds in the Funding Account and the Reserve Account in commercial paper so long as it is an Eligible Investment. (d) During the Funding Period, any amounts received by the Indenture Trustee in respect of Net Principal Collections for deposit in the Funding Account, together with any Eligible Investments in which such moneys are or will be invested or reinvested during the term of the Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until shall be held by the outstanding principal balance Indenture Trustee in the Funding Account as part of the A-2 NotesTrust Estate, A-3 Notes subject to disbursement and A-4 Notes has been reduced to zero;withdrawal as herein provided. (ivi) [Reserved]; Amounts on deposit in the Funding Account in respect of Net Principal Collections may be withdrawn (va) [Reserved]; on each Deposit Date and paid to the Issuer in payment for Additional Loans by the deposit of such amount to the Collection Account and (vib) [Reserved]; and at the end of the Funding Period any amounts remaining in the Funding Account after the withdrawal called for by clause (viia) thereafter, any excess shall be deposited in the Certificate Distribution AccountPayment Account to be included in the payment of principal on the Payment Date that is the last day of the Funding Period. (fii) [Reserved]Amounts on deposit in the Funding Account in respect of investment earnings shall be withdrawn on each Payment Date and deposited in the Payment Account and included in the amounts paid to Noteholders and Certificateholders. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.01 of the Sale and Servicing Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, based solely on the Total Distribution Amount Date Statement, the Servicer shall cause funds to be withdrawn from the Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Collection Period will be deposited in the Collection Account Payment Account, as provided in Section 5.3 4.02(e) of the Sale and Servicing Agreement. On or before each Payment Distribution Date, based solely on the Distribution Date Statement, the Noteholders’ Distributable Amount Indenture Trustee will apply the Net Collections available with respect to the preceding related Collection Period will be transferred Period, together with amounts, if any, withdrawn from the Spread Account, the Prefunding Account and the Capitalized Interest Account or representing payment of the Insured Amount, to make the deposits 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 required pursuant to the Note Distribution Account as provided in Section 5.6(b)(x4.03(a) of the Sale and Servicing Agreement. (c) On each Payment Distribution Date, based solely on the Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesStatement, the Indenture Trustee shall deposit or distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]to the Holders of Class A Notes, the Note Interest Distributable Amount with respect to the Class A Notes for such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Class A Noteholders, the Class Interest Amount for each Holders of such 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 Principal Distributable Amount to the payment extent of the remaining Outstanding Amount of such interest on such Notes pro rata on the basis Class of the total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Holders of the Class A NoteholdersA-1 Notes, for payment of principal, in the following order of priority: remaining Note Principal Distributable Amount (A) after giving effect to the A-1 Noteholderspayment, if any, described in clause (ii) above), until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (Biv) to the Holders of the Class A-2 NoteholdersNotes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (Cv) to the Holders of the Class A-3 NoteholdersNotes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) through (iv) above), until the Outstanding principal balance Amount of the Class A-3 Notes is reduced to zero; and (Dvi) to the Holders of the Class A-4 NoteholdersNotes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) through (v) above), until the Outstanding principal balance Amount of the Class A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On The Indenture Trustee shall make claims under the A-1 Note Final Scheduled Maturity DatePolicy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee shall comply with all the terms and conditions of the Policy. Upon receipt of the Insured Amount, the Indenture Trustee shall distribute such Insured Amount to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date)Servicer, the Indenture Trustee, the Owner Trustee shall distribute all amounts on deposit in and the Trust Agent pursuant to the Sale and Servicing Agreement or as part of the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Distributable 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Accountunder this Indenture. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.02 of the Sale and Servicing Agreement. (b) On or before each Payment Distribution Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.02 of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, all amounts required to be deposited in the Noteholders’ Distributable Amount Note Distribution Account with respect to the preceding Collection Period will be transferred pursuant to the Note Distribution Account as provided in Sections 5.5 and 5.6 Section 5.05 of the Sale and Servicing Agreement, and the Note Monthly Additional Principal Distributable Amount as of such Payment Date Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementAccount. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) to accrued and unpaid interest on the 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 the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Notes pro rata on the basis of the total such interest due on such the Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, Holders of the Class Interest A-1 Notes on account of principal until the Outstanding 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the Class A-1 Notes is reduced to zero; second and (iii) to the Holders of the Class A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment Notes on account of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, principal until the outstanding principal balance Outstanding Amount of the Class A-2 Notes, A-3 Notes and A-4 Notes has been is reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and holders of the CertificateholdersNotes, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 of the Sale and Servicing Agreement. On or before each Payment Date the Noteholders’ Distributable Amount all Available Funds with respect to the preceding Collection Period will be transferred from the Demand Deposit Account to the Note Distribution Collection Account (except with respect to all Net Receipts, which shall be deposited into the Collection Account on the date received) as provided in Sections 5.5 and 5.6 Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall also remit to the Collection Account all Insured Payments delivered to the Indenture Trustee pursuant to a Securities Guaranty Insurance Policy Notice on the date of receipt thereof from the Securities Insurer. On or before each Distribution Date, (i) the Noteholders' Distribution Amount, (ii) any Noteholders' Interest Index Carryover, and (iii) any Insured Payments with respect to the Note Monthly Additional Principal Distributable Amount as of such Payment Date preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the holders of the Notes as provided in Section 5.6(b)(x) Sections 5.04, 5.05, 5.06 and 5.08 of the Sale and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit in behalf of the Note Distribution Account holders of the Notes pursuant to paragraph (b) above to the Noteholders holders of the Notes to the extent of amounts due and unpaid on the Notes for principal, interest and any Noteholders' Interest Index Carryover in the following amounts and in the following order of priority:priority (except as otherwise provided in Sections 5.04(b) and 5.04(c) and 8.02(d)): (i) [Reserved]; (ii) the Noteholders’ Interest Distribution Amount with respect to the Class A NoteholdersA-1 and Class A-2 Notes, to the holders of the Class Interest Amount for each A-1 Notes and the holders of the Class of Class A A-2 Notes in an amount equal to the accrued and unpaid interest on the Notes; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notes, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the applicable Noteholders’ Principal Distribution Amount, to the holders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) , and then to the holders of the Class A-2 Noteholders, Notes until the Outstanding principal balance Amount of the Class 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (iiii) 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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) applicable Noteholders’ Interest Index Carryover with respect to the Class A NoteholdersNotes, if any, to the holders of the Class Interest Amount for each A-1 Notes and the holders of the Class of Class A A-2 Notes; provided, provided that if there insufficient funds are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest Noteholders’ Interest Index Carryover with respect to the Class A Notes then due on such Notesoutstanding, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest Noteholders’ Interest Index Carryover on such Notes a pro rata on the basis of the total such interest due on such Notes;basis. (iiid) firstOn the Special Redemption Date, the Indenture Trustee shall distribute the amounts remaining on deposit in the Subsequent Pool Prefunding Subaccount to the Class A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the and/or Class A-2 Noteholders, in accordance with the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference priorities set forth in Section 5.08(c)(i)(x) or priority of any kind, until the outstanding principal balance (y) of the A-2 NotesSale and Servicing Agreement, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Accountas applicable. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersSwap Counterparty, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2(c) of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Monthly Payment Date and Quarterly Payment Date, all Monthly Available Funds with respect to the Total Distribution Amount preceding Monthly Collection Period (or in the case of a Quarterly Payment Date, Available Funds with respect to the preceding Collection Period Period) will be deposited in the Collection Account as provided in Section 5.3 4.01 of the Sale and Servicing Agreement. On or before each Quarterly Payment Date Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period such Quarterly Payment Date will be transferred distributed from the Collection Account and from the Reserve Account to the Note Distribution Account Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2(d)(v)(C) and 5.6 2(e)(iv)(C) of the Sale and Servicing Administration Agreement. On each Quarterly Payment Date, and the Note Monthly Additional Principal Distributable Amount as of Reserve Account Excess for such Quarterly Payment Date will be transferred distributed to the Note Distribution Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in clauses (b)(ii), b(iii) and (b)(iv) of Section 2(e)(ii) of the Administration Agreement (and in the case of clause (b)(iv) whether allocated thereto pursuant to the proviso to Section 2(e)(ii)(a) or pursuant to Section 2(e)(ii)(b)). On the Quarterly Payment Date referred to in Section 10.01(a) (ii) with respect to a redemption pursuant to Section 10.01 (a) (ii), the amount on deposit in the Collateral Reinvestment Account on such Quarterly Payment Date will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 5.6(b)(x2(f)(ii) of the Sale and Servicing Administration Agreement. On the Quarterly Payment Date referred to in Section 10.01(a)(i), the amount on deposit in the Delayed Delivery Loan Funding Account will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 2(j)(ii) of the Administration Agreement. (c) On each Quarterly Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts on deposit in received by it from the Note Distribution Collection Account and the Reserve Account pursuant to the second sentence of paragraph (b) above to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (but not for any Noteholders' Interest Basis Carryover) and to the Swap Counterparty in the following amounts and in the following order of priority: (i) [Reserved]; the Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amount, if any, and the remainder of any Termination Payment (iito the extent the remainder of such Termination Payment is owed to the Swap Counterparty following a Redemption Event (as defined in the Swap Agreement) or a default by the Trust under the Swap Agreement other than an Event of Default by the Trust specified in (x) Section 5(a)(i) of the Swap Agreement or (y) 5(a)(ix) of the Swap Agreement unless an Event of Default has occurred, the Notes have been accelerated and such acceleration has been waived), to the Class A A-1 Noteholders, the Class Interest Amount for each Class of Class A NotesA-2 Noteholders and the Swap Counterparty, respectively; provided, however, 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 NotesClass A-1 Noteholders' Interest Distribution Amount, the amount in Class A-2 Noteholders' Interest Distribution Amount, the Note Distribution Account Trust Swap Payment Amount, if any, and the remainder of any Termination Payment, the amounts so received shall be applied to the payment of such interest Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amount, if any, and the remainder of any Termination Payment, on such Notes a pro rata basis based on the basis ratio of each such amount to the total of such interest due on such Notesamounts; (ii) reserved; (iii) [Reserved]the Subordinate Noteholders' Interest Distribution Amount, to the Subordinate Noteholders; (iv) [Reserved]; (v) if the Revolving Period has terminated, the Senior Noteholders' Principal Distribution Amount, to the Class A Noteholders, for payment of principal, Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in the following order of priority: (ASection 8.02(f)) to the A-1 Noteholders, until the Outstanding principal balance Amount of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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 Senior Notes is reduced to zero; and (Dv) after the Outstanding principal amount of the Senior Notes is reduced to zero, the Subordinate Noteholders' Principal Distribution Amount to the A-4 Noteholders, Subordinate Noteholders until the Outstanding principal balance amount of the A-4 Subordinate Notes is reduced to zero. (d) On each Quarterly Payment Date, the Indenture Trustee (or any Paying Agent) shall distribute all amounts received by it on behalf of Noteholders and to the Swap Counterparty in respect of Reserve Account Excess pursuant to the third to the last sentence of paragraph (b) above in the following amounts and order of priority: (i) reserved; (ii) if the Revolving Period has terminated, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period (only until the Outstanding principal amount of the Senior Notes is reduced to zero); (iii) if the Revolving Period has terminated, and the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period; (iv) commencing on the October 2009 Quarterly Payment Date, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; (v) commencing on the October 2009 Quarterly Payment Date, any remaining such amounts, after the Outstanding principal amount of the Senior Notes is reduced to zero, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero; (vi) [Reserved]the Senior Noteholders' Interest Basis Carryover, if any, to the Senior Noteholders; provided, however, that if insufficient funds are received to pay the entire Senior Noteholders' Interest Basis Carryover, the amounts so received shall be applied to the payment of the Class A-1 Noteholders' Interest Basis Carryover and the Class A-2 Noteholders' Interest Basis Carryover on a pro rata basis based on the ratio of each such amount to the total of such amounts; (vii) [Reserved]the Subordinate Noteholders' Interest Basis Carryover, if any, to the Subordinate Noteholders; and (viii) thereafterto the Swap Counterparty, any excess shall be deposited all Termination Payments due under the Swap Agreement, to the extent that the Swap Counterparty is the Defaulting Party (as such term is defined in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity DateSwap Agreement), the Indenture Trustee shall distribute to the Class A-1 Noteholders, Early Termination Date (as such term is defined therein) arises from the amount available a Termination Event (other than an Additional Termination Event (as defined in the Note Distribution Account, Swap Agreement) in respect of a Redemption Event (as defined in the Swap Agreement)) or the Trust is the Defaulting Party with respect to an amount equal to the sum Event of (iDefault specified in Section 5(a)(i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and Swap Agreement (iiexclusive of any Trust Swap Payment Amount paid pursuant to Clause SECOND of Section 5.04 (b) the amount necessary to reduce the outstanding principal amount of the A-1 Notes to zerohereof). (e) On each the Quarterly Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Datereferred to in Section 10.01(a)(ii) with respect to redemption pursuant to Section 10.01(a)(ii), the Indenture Trustee (or any other Paying Agent) shall distribute all amounts on deposit in received by it from the Note Distribution Collateral Reinvestment Account pursuant to the Noteholders second to last sentence of Section (b) above in the following amounts and in the following order of priority: (i) [Reserved]to the Swap Counterparty, an amount equal to any unpaid Net Trust Swap Payment Carryover Shortfalls; (ii) after any Net Trust Swap Payment Carryover Shortfalls have been paid to the Class A NoteholdersSwap Counterparty, any remaining such amounts to the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Note Distribution Account to pay the entire Outstanding principal amount of accrued and unpaid interest then due on such Notes, the amount in the Note Distribution Account shall be applied Senior Notes is reduced to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes;zero; and (iii) firstafter the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts to the A-1 Subordinate Noteholders until the outstanding Outstanding principal balance amount of the Subordinate Notes is reduced to zero. (f) Amounts payable to Senior Noteholders as provided in Sections 8.02(c)(iv), 8.02(d)(ii) and 8.02(e)(ii) shall be payable in the following amounts and order of priority: (i) to the Class A-1 Noteholders in an amount necessary to reduce the Outstanding principal amount of the Class A-1 Notes to zero; and (ii) after the Outstanding principal amount of the Class A-1 Notes is reduced to zero; second , to the Class A-2 NoteholdersNoteholders until the Outstanding principal amount of the Class A-2 Notes is reduced to zero; provided, however, that from and after any acceleration of the A-3 Notes following an Event of Default, such amounts shall be payable to the Class A-1 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the Class A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]Noteholders pro rata. (g) [Reserved]On the Quarterly Payment Date referred to in Section 10.01(a)(i) with respect to redemption pursuant to Section 10.01(a)(i), the Indenture Trustee (or any other Paying Agent) upon the written direction of the Administrator shall distribute all amounts received by it from the Delayed Delivery Loan Funding Account pursuant to the last sentence of Section (b) above in the following amounts and order of priority: (i) if the amount remaining in the Delayed Delivery Loan Funding Account is less than or equal to $10,000,000, to the Class A-1 Noteholders; and (ii) if the amount remaining in the Delayed Delivery Loan Funding Account is greater than $10,000,000, among the Noteholders, pro rata, based upon the initial principal balance of each class of Notes. (h) In the event that the Swap Counterparty is replaced by a successor swap counterparty pursuant to the terms of the Swap Agreement, the Indenture Trustee shall pay any amounts owing to the Swap Counterparty in accordance with the terms of the Swap Agreement at the written direction of the Swap Counterparty.

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Noteholders, the Currency Swap Counterparty and the CertificateholdersTrust, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Quarterly Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the Total Distribution Amount definition of Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable Amount with respect to Indenture Trustee (or any other Paying Agent) shall make the preceding Collection Period will be transferred to the Note Distribution Account required deposits and distributions as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On or before each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesMonthly Allocation Date, the Indenture Trustee shall deposit or distribute all available amounts on deposit in the Note Collection Account will be deposited into the Future Distribution Account to the Noteholders extent and for the purposes provided in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 Section 2.8A of the total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution AccountAdministration Agreement. (d) On each Auction Rate Distribution Date, from amounts on deposit in the A-1 Note Final Scheduled Maturity DateFuture Distribution Account, the Indenture Trustee (or any other Paying Agent) shall distribute to make the Class A-1 Noteholders, from the amount available required distributions as provided in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as Sections 2.8B 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 to zeroAdministration Agreement. (e) On or before each Payment Date and Redemption Monthly Allocation Date, after an Event of Default the Indenture Trustee (or any other Paying Agent) shall make the required deposits and acceleration distributions as provided in Sections 2.7, and 2.8A of the Notes Administration Agreement. (andf) On or before each Quarterly Distribution Date, if the Indenture Trustee (or any Notes remain outstanding after other Paying Agent) shall make the Final Scheduled Maturity Date)required deposits and distributions as provided in Sections 2.7 and 2.8 of the Administration Agreement. (g) During the Supplemental Purchase Period, the Indenture Trustee shall distribute all amounts on deposit in withdraw funds as directed by the Note Distribution Account Administrator pursuant to Section 2.10(d) of the Noteholders in Administration Agreement for the following amounts and in purchase of Additional Trust Student Loans. (h) During the following order Consolidation Loan Add-On Period, the Indenture Trustee shall withdraw funds as directed by the Administrator pursuant to Section 2.10(e) of priority:the Administration Agreement for the funding of Add-On Consolidation Loans. (i) [Reserved];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. (iij) to On the Class A NoteholdersBusiness Day immediately following the end of the Consolidation Loan Add-On Period, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds Indenture Trustee shall transfer any amounts remaining in the Note Distribution Add-On Consolidation Loan Account to pay into the entire amount Collection Account, as directed by Administrator. (k) On the Business Day immediately following the end of accrued and unpaid interest then due on such Notesthe Funding Period, the amount Indenture Trustee shall transfer any amounts remaining in the Note Pre-Funding Account into the Collection Account, as directed by the Administrator. (l) On or before the Business Day immediately preceding each Quarterly Distribution Account shall be applied to Date, if the Issuer has not received payment of such interest on such Notes pro rata on the basis in full of the total 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, as directed by the Administrator, shall withdraw from the Borrower Benefit Account on that Quarterly Distribution Date an amount equal to such interest due on such Notes; (iii) firstdeficiency, to the A-1 Noteholders until the outstanding principal balance extent of the A-1 Notes is reduced funds available therein, to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, be included as part of Available Funds for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate that Quarterly Distribution AccountDate. (fm) [Reserved]On or before each Quarterly Distribution Date, the Indenture Trustee, as directed by the Administrator, shall withdraw from the Floor Income Rebate Account an amount equal to the applicable Floor Income Rebate Account Release Amount, to be included as part of Available Funds for that Quarterly Distribution Date. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in Section 5.3 5.2 of the Sale and Servicing Agreement. On or before each Payment Date 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders to the Noteholders extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (ii) the Class B Noteholders' Interest Distributable Amount; (iii) [Reserved]the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: A-1 Notes, A-2 Notes, A-3 Notes and A-4 Notes (provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (iv) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full); (iv) [Reserved]; (v) to the Class A B 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 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' Monthly Principal Distributable Amount; and (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viiiv) thereafter, any excess shall be deposited in to the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class 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 Class A-1 Notes to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) with and in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.02 of the Sale and Servicing Agreement. On or before each Payment Date Date, the Noteholders’ Distributable Amount with respect Indenture Trustee shall make all withdrawals and deposits to the preceding Collection Period will be transferred to the Account, Note Distribution Account as provided and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.5 5.06 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) 5.07 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit Except as otherwise provided in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. paragraphs (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On below, -------------- --- on each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), 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 respect of the Notes to the Noteholders 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 A Notes and the Class 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 and Class B Notes in the following order of priority: (i) [Reserved]; (iiA) to the Class A-1 Notes until they are paid in full; (B) to the other Class A NoteholdersNotes, sequentially to the Class A-2 Notes, the Class Interest A-3 Notes and the Class A-4 Notes until the Outstanding Amount of each Class is paid in full, the amount required to reduce the Outstanding Amount of the Class A Notes to an amount equal to 93.8% of the amount by which the Pool Balance exceeds the Overcollateralization Target Amount for each that Payment Date; and (C) to the Class B Notes, the amount required to reduce the Outstanding Amount of the Class B Notes to an amount equal to 6.2% of the amount by which the Pool Balance exceeds the Overcollateralization Target Amount for that Payment Date. In addition, on and after the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. To the extent the Class A-1 Notes are still outstanding on the Class A-1 Final Scheduled Payment Date, payments with respect to the Class A-1 Notes shall be made on the Class A-1 Final Scheduled Payment Date. (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Section 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 (i) to the Holders of the Class A Notes; provided, that if there are not sufficient funds all amounts allocated to such Holders in respect of interest on the Note Distribution Account to pay Class A Notes pro rata based upon the entire aggregate amount of accrued and unpaid interest then due on and payable to the Holders of such Notes, the amount in the Note Distribution Account shall be applied ; (ii) to the payment Holders of the Class A Notes, all amounts allocated to such interest on such Notes pro rata Holders in respect of principal on the basis Class A Notes, first to the Holders of the total such interest due on such Notes; (iii) first, to the Class A-1 Noteholders Notes until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second , then to the Holders of the Class A-2 NoteholdersNotes, the Class A-3 Noteholders Notes and the Class A-4 NoteholdersNotes, for payment of principal, ratably, according to pro rata based upon the amounts 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. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii) and (iv) 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 pursuant to Sections 5.01(iii), (iv) or ------------------ --- (v), 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 for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes pro rata based upon the Outstanding Amount due and A-4 Notes has been reduced payable to zero; the Holders of such Notes; and (iv) [Reserved]; to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (vi), (ii), (iii) [Reserved]; and (viiv) [Reserved]; and (vii) thereafterabove, any excess the Indenture Trustee shall be deposited apply funds ----------- ---- ----- ---- from the Reserve Account in the Certificate Distribution Accountsame order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Indenture Trustee shall cause the Servicer to establish and maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.01 of the Sale and Servicing Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, based solely on the Total Distribution Amount Date Statement, the Indenture Trustee shall withdraw from the Collection Account an amount equal to the amount of Available Funds avail able with respect to such Distribution Date and deposit such amount into the preceding Collection Period will be deposited in the Collection Account Payment Account, as provided in Section 5.3 4.03(a) of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable Amount Indenture Trustee will apply the Available Funds available with respect to the preceding related Collection Period will be transferred Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Insured Payment, to make the deposits 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 required pursuant to the Note Distribution Account as provided in Section 5.6(b)(x4.03(a) of the Sale and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]to the Holders of each Class of Notes, on a pro rata basis, the Note Interest Distributable Amount for such Distribution Date; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class of Notes, to the Class A Noteholders, the Class Interest Amount for each Holders of such 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 Principal Distributable Amount to the payment extent of the remaining Outstanding Principal Amount of such interest on such Notes pro rata on the basis Class of the total such interest due on such Notes; (iii) first, to the Holders of the Class A-1 Noteholders Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the outstanding principal balance Outstanding Principal Amount of the Class A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]to the Holders of the Class A-2 Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Principal Amount of the Class A-2 Notes is reduced to zero; (v) [Reserved];to the Holders of the Class A-3 Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii) and (iv) above), until the Outstanding Principal Amount of the Class A-3 Notes is reduced to zero; and (vi) [Reserved]; and to the Holders of the Class A-4 Notes, the remaining Note Principal Distributable Amount (viiafter giving effect to the payments, if any, described in clauses (ii), (iii), (iv) thereafterand (v) above), any excess shall be deposited in until the Certificate Distribution AccountOutstanding Principal Amount of the Class A-4 Notes is reduced to zero. (fd) [Reserved]The Indenture Trustee shall make claims under the Insurance Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Insurance Policy. In making any such claim, the Indenture Trustee shall comply with all the terms and conditions of the Insurance Policy. Upon receipt of the Insured Payment, the Indenture Trustee shall distribute such Insured Payment as part of the Note Distributable Amount under this Indenture. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in Section 5.3 5.2 of the Sale and Servicing Agreement. On or before each Payment Date 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders and Counterparties in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]to the Counterparties for due and unpaid Net Swap Payments (including interest on any overdue Net Swap Payments), if any, ratably, without preference or priority of any kind, according to the amount due under each Interest Rate Swap Agreement as Net Swap Payments (including interest on any overdue Net Swap Payments); (ii) ratably, without preference or priority of any kind, according to the amounts due under clauses (x) and (y) of this Section 8.2(c)(ii), to (x) the 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 total such interest due on such Notes, and (y) the Counterparties, any Class A Swap Termination Payments due to them under the Class A Swap Agreements, ratably, without preference or priority of any kind, according to the amounts due as Class A Swap Termination Payments under each Class A Swap Agreement; provided, that if any money or property remains after making the payments required by the immediately preceding clause (x), such money or property shall used to pay any remaining Class A Swap Termination Payments due and payable under the Class A Swap Agreements before any such money or property shall be distributed pursuant to Sections 8.2(c)(iii) through (vi); (iii) [Reserved]to the Class B Noteholders, the Class Interest Amount for the Class B Notes; (iv) [Reserved]to the Class A Noteholders, the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: A-1 Notes, A-2 Notes, A-3 Notes and A-4 Notes (provided tha▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇lt and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (v) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full); (v) to the Class A B Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Class B Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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' Monthly Principal Distributable Amount; and (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class 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 Class A-1 Notes to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in Section 5.3 5.2 of the Sale and Servicing Agreement. On or before each Payment Date 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders and Counterparties in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]to the Counterparties for due and unpaid Net Swap Payments (including interest on any overdue Net Swap Payments), if any, ratably, without preference or priority of any kind, according to the amount due under each Interest Rate Swap Agreement as Net Swap Payments (including interest on any overdue Net Swap Payments); (ii) ratably, without preference or priority of any kind, according to the amounts due under clauses (x) and (y) of this Section 8.2(c)(ii), to (x) the 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 total such interest due on such Notes, and (y) the Counterparties, any Class A Swap Termination Payments due to them under the Class A Swap Agreements, ratably, without preference or priority of any kind, according to the amounts due as Class A Swap Termination Payments under each Class A Swap Agreement; provided, that if any money or property remains after making the payments required by the immediately preceding clause (x), such money or property shall used to pay any remaining Class A Swap Termination Payments due and payable under the Class A Swap Agreements before any such money or property shall be distributed pursuant to Sections 8.2(c)(iii) through (x); (iii) [Reserved]; (iv) [Reserved]; (v) ratably, without preference or priority of any kind, according to the Class A Noteholdersamounts due under clauses (x) and (y) of this Section 8.2(c)(iii), for payment of principal, in the following order of priority: to (Ax) 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A B Noteholders, the Class Interest Amount for each the Class of Class A B 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 total such interest due on such Notes, and (y) the applicable Counterparty, any Class B Swap Termination Payments due to it under the Class B Swap Agreement, ratably, without preference or priority of any kind, according to the amounts due as Class B Swap Termination Payments under the Class B Swap Agreement; provided, that if any money or property remains after making the payments required by the immediately preceding clause (x), such money or property shall used to pay any remaining Class B Swap Termination Payments due and payable under the Class B Swap Agreement before any such money or property shall be distributed pursuant to Sections 8.2(c)(iv) through (x); (iiiiv) firstratably, without preference or priority of any kind, according to the amounts due under clauses (x) and (y) of this Section 8.2(c)(iv), to (x) the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Class C Noteholders, the A-3 Noteholders Class Interest Amount for the Class C 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 A-4 Noteholders, for amount in the Note Distribution Account shall be applied to the payment of principalsuch interest on such Notes pro rata on the basis of the total such interest due on such Notes, and (y) the applicable Counterparty, any Class C Swap Termination Payments due to it under the Class C Swap Agreement, ratably, without preference or priority of any kind, according to the amounts due as Class C Swap Termination Payments under the Class C Swap Agreement; provided, that if any money or property remains after making the payments required by the immediately preceding clause (x), such money or property shall used to pay any remaining Class C Swap Termination Payments due and payable under the Class C Swap Agreement before any such money or property shall be distributed pursuant to Sections 8.2(c)(v) through (x); (v) to the Class A Noteholders, the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: ▇-▇ ▇▇▇▇▇, ▇-▇ ▇▇▇▇▇, ▇-▇ Notes and A-4 Notes (provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (v) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the A-2 Class A Notes for principal until paid in full); (vi) to the Class B Noteholders, the Class B Noteholders' Monthly Principal Distributable Amount; (vii) to the Class C Noteholders, the Class C Noteholder's Monthly Principal Distributable Amount; (viii) to the Class A Noteholders, the Reallocated Class C Principal Amount for each Class of Class A Notes in the following priority: ▇-▇ ▇▇▇▇▇, ▇-▇ Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Class A Notes and A-4 Notes has been reduced to zeroare paid in full; (ivix) [Reserved]; (v) [Reserved]; (vi) [Reserved]to the Class B Noteholders, the Reallocated Class C Principal Amount until the Class B Notes are paid in full; and (viix) thereafter, any excess shall be deposited in paid to the Certificate Distribution AccountIssuer. (fd) [Reserved]On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class 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 Class A-1 Notes to zero. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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 5.01 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale Transfer and Servicing Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in 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 from the Principal Funding Account, the Interest Payment Account and/or the Reserve Account, as applicable, to the Note Distribution Account as provided in Sections 5.5 5.04 and 5.6 5.05 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 Transfer and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) during the Revolving Period, to the Holders of the Class A NoteholdersNotes, accrued and unpaid interest on the Class Interest Amount for each Class of Class A Notes; provided, 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 the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Class A Notes pro rata on the basis of the total of such interest due on the Class A Notes; (ii) during the Revolving Period, to the Holders of the Class B Notes, accrued and unpaid interest on the Class B Notes; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes after giving effect to the distribution in clause (i) above, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the total of such interest due on the Class B Notes; (iii) [Reserved]; (iv) [Reserved]; (v) during the Amortization Period, to the Holders of the Class A NoteholdersNotes, 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, 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 the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Class A Notes pro rata on the basis of the total of such interest due on such the Class A Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]during the Amortization Period, to the Holders of the Class B Notes, accrued and unpaid interest on the Class B Notes; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes after giving effect to the distribution in clause (iii) above, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class B Notes pro rata on the basis to the total of such interest due on the Class B Notes; (v) [Reserved];during the Amortization Period, to the Holders of the Class A Notes principal in an amount equal to the Class A Noteholders' Principal Distributable Amount with respect to such Distribution Date; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of such Class A Noteholders' Principal Distributable Amount after giving effect to the distribution in clause (iv) above, the amount remaining in the Note Distribution Account shall be applied to the payment of such Class A Noteholders' Principal Distributable Amount pro rata on the basis to the total of such Class A Noteholders' Principal Distributable Amount due on the Class A Notes; and (vi) [Reserved]during the Amortization Period, to the Holders of the Class B Notes principal in an amount equal to the Class B Noteholders' Principal Distributable Amount with respect to such Distribution Date; and provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of such Class B Noteholders' Principal Distributable Amount after giving effect to the distribution in clause (viiiv) thereafterabove, any excess the amount remaining in the Note Distribution Account shall be deposited in applied to the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].payment of such Class B Noteholders' Principal Distributable Amount pro rata on the basis to the total of such Class B Noteholders' Principal Distributable Amount due on the Class B Notes;

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersTrust, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the Total Distribution Amount definition of Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable Amount with respect to Indenture Trustee (or any other Paying Agent) shall make the preceding Collection Period will be transferred to the Note Distribution Account required deposits and distributions as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of During the NotesSupplemental Purchase Period, the Indenture Trustee shall deposit or distribute all amounts on deposit in withdraw funds as directed by the Note Distribution Account Administrator pursuant to the Noteholders in the following amounts and in the following order of priority: (i2.10(c) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to Administration Agreement for the Class A Noteholders, for payment purchase 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution AccountAdditional Trust Student Loans. (d) On the A-1 Note Final Scheduled Maturity DateBusiness Day immediately following the end of the Supplemental Purchase Period, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available transfer any amounts remaining in the Note Distribution Supplemental Purchase Account at the end of the Supplemental Purchase Period into the Collection Account, an amount equal to as directed by the sum of (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 to zeroAdministrator. (e) On the Business Day immediately preceding each Payment Date and Redemption Distribution Date, after an Event of Default and acceleration if the Issuer has not received payment in full of the Notes (and, if amount required to offset any Notes remain outstanding after deficiency caused by a realized Borrower Benefit Yield Reduction for the Final Scheduled Maturity Date)related Collection Period pursuant to Section 3.12 of the Servicing Agreement, the Indenture Trustee Trustee, as directed by the Administrator, shall distribute all amounts withdraw from the Borrower Benefit Account on deposit in the Note that Distribution Account Date an amount equal to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) firstdeficiency, to the A-1 Noteholders until the outstanding principal balance extent of the A-1 Notes is reduced funds available therein, to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, be included as part of Available Funds for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate that Distribution AccountDate. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.01 of the Sale and Servicing Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, based solely on the Total Distribution Amount Date Statement, the Indenture Trustee shall withdraw from the Collection Account an amount equal to the amount of Available Funds available with respect to such Distribution Date and deposit such amount into the preceding Collection Period will be deposited in the Collection Account Payment Account, as provided in Section 5.3 4.02(e) of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable Amount Indenture Trustee will apply the Avail- able Funds available with respect to the preceding related Collection Period will be transferred Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Insured Payment, to make the deposits 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 required pursuant to the Note Distribution Account as provided in Section 5.6(b)(x4.03(a) of the Sale and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]to the Holders of each Class of Notes, on a pro rata basis, the Note Interest Distributable Amount for such Distribution Date; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A Noteholdersof Notes, pro rata among the Noteholders of each such Class, the Class Interest Note Principal Distributable Amount for each to the extent of the remaining Outstanding Principal Amount of such 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 total such interest due on such Notes; (iii) first, to the Holders of the Class A-1 Noteholders Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the outstanding principal balance Outstanding Principal Amount of the Class A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]to the Holders of the Class A-2 Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Principal Amount of the Class A-2 Notes is reduced to zero; (v) [Reserved];to the Holders of the Class A-3 Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii) and (iv) above), until the Outstanding Principal Amount of the Class A-3 Notes is reduced to zero; and (vi) [Reserved]; and to the Holders of the Class A-4 Notes, the remaining Note Principal Distributable Amount (viiafter giving effect to the payments, if any, described in clauses (ii), (iii), (iv) thereafterand (v) above), any excess shall be deposited in until the Certificate Distribution AccountOutstanding Principal Amount of the Class A-4 Notes is reduced to zero. (fd) [Reserved]The Indenture Trustee shall make claims under the Insurance Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Insurance Policy. In making any such claim, the Indenture Trustee shall comply with all the terms and conditions of the Insurance Policy. Upon receipt of the Insured Payment, the Indenture Trustee shall distribute such Insured Payment as part of the Note Distributable Amount under this Indenture. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Bondholders and the CertificateholdersDerivative Contract Counterparties, the Trust Accounts (other than the Spread Account) Payment Account as provided in Section 5.1 of the Sale and Servicing Agreement, and 3.01 hereof. (iib) All monies deposited from time to time in the name Payment Account and all deposits therein pursuant to this Indenture (other than deposits of the Issuing Entity, any gain or income on investments thereof) are for the benefit of the Issuing Entity, Bondholders. Any loss on any investment made by the Spread Indenture Trustee with funds in the Payment Account as provided shall be reimbursed immediately to the Trust Estate by the Master Servicer. All investments made with monies in Section 5.1 the Payment Account and the Certificate Distribution Account including all income or other gain from such investments shall be for the benefit of and the risk of the Sale and Servicing Agreement. (b) 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 provided in 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 AgreementMaster Servicer. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) pay the aggregate accrued Bond Insurance Premium to the Bond Insurer, (ii) pay the related Derivative Contract Counterparty the Net Derivative Fee and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity DateClass A-2 Net Derivative Fee, in each case excluding any Additional Derivative Contract Counterparty Payment, and (iiiii) pay the amount necessary to reduce Owner Trustee the outstanding principal amount of the A-1 Notes to zero. (e) On each Payment Date Owner Trustee's Fee, and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), then the Indenture Trustee shall distribute all remaining amounts on deposit in the Note Distribution Payment Account to the Noteholders Bondholders in respect of the Bonds and to such other persons in the following amounts and in the following order of priority:priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof). (id) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient The Indenture Trustee shall invest any funds in the Note Distribution Account Payment Account, but only in Eligible Investments, as directed by the Master Servicer, maturing no later than the Business Day preceding each Payment Date and such Eligible Investments shall not be sold or disposed of prior to pay their maturity. From the entire amount of accrued and unpaid interest then due on Business Day prior to the Payment Date until distributed, such Notes, the amount in the Note Distribution Account funds shall be applied to held uninvested and any income, gain or other benefit with respect thereto shall be for the payment of such interest on such Notes pro rata on the basis benefit of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution AccountIndenture Trustee. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Noteholders, the Certificateholders and the CertificateholdersCounterparties, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in Section 5.3 5.2 of the Sale and Servicing Agreement. On or before each Payment Date 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders and Counterparties in the following amounts and in the following order of priority:priority (except as otherwise provided in SECTION 5.4(b)): (i) [Reserved]to the Counterparties for due and unpaid Net Swap Payments (including interest on any overdue Net Swap Payments), if any, ratably, without preference or priority of any kind, according to the amount due under each Interest Rate Swap Agreement as Net Swap Payments (including interest on any overdue Net Swap Payments); (ii) with the same priority and ratably in proportion to the Outstanding Amount of the Class A Notes and the amounts due under clause (y) of this SECTION 8.2(c)(ii), to (x) the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; providedPROVIDED, 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 total such interest due on such Notes, and (y) the Counterparties, any Class A Swap Termination Payments due to them under the Class A Swap Agreements, ratably, without preference or priority of any kind, according to the amounts due as Class A Swap Termination Payments under each Class A Swap Agreement; PROVIDED, that if any money or property remains after making the payments required by the immediately preceding CLAUSE (x), such money or property shall be used to pay any remaining Class A Swap Termination Payments due and payable under the Class A Swap Agreements before any such money or property shall be distributed pursuant to SECTIONS 8.2(c)(iii) through (vii); (iii) [Reserved]to the Class B Noteholders, the Class Interest Amount for the Class B Notes; (iv) [Reserved]to the Class A Noteholders, the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: (A) A-1 Notes, (B) A-2 Notes, (C) A-3a Notes and A-3b Notes (pro rata based on the Outstanding Amount of A-3a Notes and A-3b Notes) and (D) A-4a Notes and A-4b Notes (pro rata based on the Outstanding Amount of A-4a Notes and A-4b Notes) (PROVIDED that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this CLAUSE (iv) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full); (v) to the Class A B Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Class B Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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' Monthly Principal Distributable Amount; (vi) [Reserved]; (vii) [Reserved]to the Class A Noteholders, the Reallocated Class B Principal Amount until the Class A Notes are paid in full; and (viiivii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class 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 Class A-1 Notes to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersNoteholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2(c) of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Monthly Payment Date and Quarterly Payment Date, all Monthly Available Funds with respect to the Total Distribution Amount preceding Monthly Collection Period (or in the case of a Quarterly Payment Date, Available Funds with respect to the preceding Collection Period Period) will be deposited in the Collection Account as provided in Section 5.3 4.01 of the Sale and Servicing Agreement. On or before each Quarterly Payment Date Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period such Quarterly Payment Date will be transferred distributed from the Collection Account, from the Reserve Account, from the Demand Note or Demand Note Account and from the Prefunding Account to the Note Distribution Account Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2(d)(v)(D), 2(e)(iv)(D) and 5.6 2(f)(ii) of the Sale and Servicing Administration Agreement. On each Quarterly Payment Date, and the Note Monthly Additional Principal Distributable Amount as of Reserve Account Excess for such Quarterly Payment Date will be transferred distributed to the Note Distribution Account Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in clauses (i) and (iv) of Section 5.6(b)(x2(e)(ii) of the Sale and Servicing Administration Agreement. (c) On each Quarterly Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts on deposit received by it from the Collection Account, the Prefunding Account, the Reserve Account, the Demand Note or the Demand Note Account pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) [Reserved]; (ii) the Class A-1 Noteholders' Interest Distribution Amount and the Class A-2 Noteholders' Interest Distribution Amount, to the Class A A-1 Noteholders and the Class A-2 Noteholders, the Class Interest Amount for each Class of Class A Notesrespectively; provided, however, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued Class A-1 Noteholders' Interest Distribution Amount and unpaid interest then due on such Notesthe Class A-2 Noteholders' Interest Distribution Amount, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest Class A-1 Noteholders' Interest Distribution Amount and the Class A-2 Noteholders' Interest Distribution Amount, on such Notes a pro rata basis based on the basis ratio of each such amount to the total of such interest due on such Notesamounts; (ii) the Subordinate Noteholders' Interest Distribution Amount, to the Subordinate Noteholders; (iii) [Reserved]; (iv) [Reserved]; (v) the Senior Noteholders' Principal Distribution Amount, to the Class A Noteholders, for payment of principal, Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in the following order of priority: (ASection 8.02(f)) to the A-1 Noteholders, until the Outstanding principal balance Amount of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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 Senior Notes is reduced to zero; and (Div) to the A-4 Noteholders, until after the Outstanding principal balance amount of the A-4 Senior Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Subordinate Noteholders' Principal Distribution AccountAmount to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero. (d) On the A-1 Note Final Scheduled Maturity each Quarterly Payment Date, the Indenture Trustee (or any Paying Agent) shall distribute all amounts received by it on behalf of Noteholders in respect of Reserve Account Excess pursuant to paragraph (b) above to the Class A-1 Noteholders, from Senior Noteholders (to be allocated among the amount available Senior Noteholders as provided in Section 8.02(f)) and after the Note Distribution Account, an amount equal Senior Notes have been paid in full to the sum of (i) Subordinate Noteholders until the aggregate accrued and unpaid interest on the A-1 Notes as Outstanding Amount of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Subordinate Notes is reduced to zero. (e) On each the Quarterly Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Datereferred to in Section 10.01(a) with respect to redemption pursuant to Section 10.01(a), the Indenture Trustee (or any other Paying Agent) upon the written direction of the Servicer shall distribute all amounts on deposit in received by it from the Note Distribution Prefunding Account pursuant to paragraph (b) above to the Senior Noteholders (to be allocated among the Senior Noteholders as provided in Section 8.02(f)) and after the following amounts and Senior Notes have been paid in the following order of priority: (i) [Reserved]; (ii) full to the 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 total such interest due on such Notes; (iii) first, to the A-1 Subordinate Noteholders until the outstanding principal balance Outstanding Amount of the A-1 Subordinate Notes is reduced to zero; second . (f) All amounts allocated from whatever source to pay principal of the Senior Notes shall be distributed sequentially to the A-2 Noteholders, the A-3 Noteholders Class A-1 Notes and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the Class A-2 Notes, A-3 Notes and A-4 Notes for principalin that order, without preference or priority of any kind, in each case until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes class receiving such distributions has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the name of the Indenture Collateral Agent, on behalf of the Trustee, for the benefit of the Noteholders Noteholders, the Certificateholders and the CertificateholdersSecurity Insurer, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount with respect Subject to the preceding Collection Period will be deposited in the Collection Account as provided in 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. (c) On on each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.6 hereof): (i) [Reserved];if such Payment Date is the Mandatory Partial Prepayment Date, then any amounts on deposit in the Note Distribution Account constituting the Prepayment Amount shall be distributed as follows: (A) if an amount equal to or less than $50,000 remains on deposit in the Pre-Funding Account at the end of the Funding Period, then the Prepayment Amount shall be distributed to the Class A-1 Notes on the Mandatory Partial Prepayment Date or (B) if an amount in excess of $50,000 remains on deposit in the Pre-Funding Account at the end of the Funding Period, then the Prepayment Amount shall be distributed to each Class of Notes pro rata, based on the then current principal balance of each Class of the Notes on the Mandatory Partial Prepayment Date. (ii) to accrued and unpaid interest on the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, 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 each class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such each class of Notes pro rata on the basis of the total such amount of accrued and unpaid interest due on such each class of Notes; (iii) [Reserved]; (iv) [Reserved]; (v) principal to the Holders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (Biv) principal to the Holders of the Class A-2 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (Cv) principal to the Holders of the Class A-3 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-3 Notes is reduced to zero; and (Dvi) principal to the Holders of the Class A-4 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the 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 Sections 4.1 and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.7 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Servicer shall deposit all Available Collections with respect to the preceding Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Section 5.3 Sections 4.2, 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 deposited in the Collection Account pursuant to Section 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 the Noteholders’ Distributable Amount with respect pursuant to the preceding Collection Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 Section 3.9 of the Sale and Servicing Agreement, ) from the Reserve Account and the Note Monthly Additional Principal Distributable Amount as of such Payment Date will be transferred deposited to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementCollection Account. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts (based on deposit the information contained in the Note Distribution 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 Noteholders in extent of Available Funds for such Payment Date (plus funds, if any, deposited therein from the following amounts and Reserve Account), in the following order of priority: (i) [Reserved]first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the Class A Noteholders, the Class Interest Amount for each Class of Accrued Class A NotesNote Interest for such Payment Date; provided, provided that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class A Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iii) [Reserved]third, to the Noteholders, the Priority Note Principal Payment for such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of this Agreement ; (iv) [Reserved]fourth, to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, 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 A Noteholdersto zero after giving effect to the amount, if any, to be applied on such Payment Date to such Class from funds deposited pursuant to clause (v) above; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for payment 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 principalthis Agreement and Section 7.1 of the Trust Agreement, respectively, and not previously paid; and (ix) ninth, to the Depositor, any 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 Default specified in Section 5.1(iii), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (A1) to the A-1 Indenture Trustee and the Owner Trustee, all amounts for fees, expenses and indemnification due under Section 6.7 of this Agreement, 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 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 Agreement; (5) to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (6) to the Principal Distribution Account, until the Outstanding principal balance amount of the A-1 Notes is reduced has been paid in full; (7) to zero;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 A-2 Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of this Agreement, 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 Outstanding principal balance amount of the A-2 Notes is reduced to zerohas been paid in full; (C5) to the A-3 NoteholdersCertificate Distribution Account, until the Outstanding principal balance sum of the A-3 Notes is reduced to zeroAccrued Class B Certificate Interest for such Payment Date and the Certificate Balance of the Class B Certificates; and (D6) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafterDepositor, any excess shall be deposited in the Certificate Distribution Accountremaining Available Funds for such Payment Date. (d) On If the A-1 Note Final Scheduled Maturity Notes have not been accelerated because of an Event of Default, on each Payment Date, the Indenture Trustee shall distribute to (based on the Class A-1 Noteholders, from the amount available information contained in the Note Distribution Account, an amount equal Servicer's Certificate delivered on or before the related Determination Date pursuant to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as Section 3.9 of the A-1 Note Final Scheduled Maturity Date, Sale and (iiServicing Agreement) shall withdraw the amount necessary to reduce funds deposited in the outstanding principal amount of the A-1 Notes to zero. (e) On each Principal Distribution Account on such Payment Date and Redemption Date, after an Event of Default make distributions and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and payments in the following order of priority: (i) [Reserved]first, to the holders of the Class A-1 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the Class A Noteholders, holders of the Class Interest Amount for each Class A-2 Notes on a pro rata basis in reduction of Class A Notes; provided, that if there are not sufficient funds in principal until the Note Distribution Account to pay the entire principal amount of accrued and unpaid interest then due on such Notes, the amount Class A-2 Notes has been paid in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notesfull; (iii) firstthird, to the A-1 Noteholders holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the outstanding principal balance amount of the A-1 Class A-3 Notes is reduced to zero; second have been paid in full; (iv) fourth, to the A-2 Noteholdersholders 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, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on Certificate Distribution Account in reduction of the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority Certificate Balance of any kind, the Class B Certificates until the outstanding principal balance Certificate Balance of the A-2 Notes, A-3 Notes and A-4 Notes Class B Certificates has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess . 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 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) withdraw the funds deposited in the Certificate Principal Distribution AccountAccount on each Payment Date and pay them, first, to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes have been paid in full and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Notes has been paid in full. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) establish, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) On or before each Payment Distribution Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.2 of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, the Noteholders’ ' Distributable Amount with respect to the preceding Collection Period will 37 be transferred from the Collection Account and/or the Reserve Account to the Note Distribution Account as provided in Sections 5.1 and 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. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]; accrued and unpaid interest on the Notes (iiA) in the Class A-1 Noteholders' Interest Distributable Amount, to the Class A A-1 Noteholders, and (B) in the Class A-2 Noteholders' Interest Amount for each Distributable Amount, to the Class of Class A Notes; providedA-2 Noteholders, 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 Notesthe Notes for the related Distribution Date, the amount in the Note Distribution Account shall be applied to the payment of such interest on such each class of the Notes pro rata on the basis of the total amount of such interest due on such Notesclass of Notes for such Distribution Date; (iiiii) [Reserved]; (iv) [Reserved]; (v) payment of principal to the Holders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, zero provided that if there are not sufficient funds in the Note Distribution Account to pay in full the entire principal amount of accrued and unpaid interest then due on such the outstanding Class A-1 Notes, the amount amounts in the Note Distribution Account shall be applied to the payment of such interest principal on such the Class A-1 Notes on a pro rata on the basis of the total such interest due on such Notes;basis; and (iii) first, payment of principal to the A-1 Noteholders Holders of the Class A-2 Notes until the outstanding principal balance Outstanding Amount of the A-1 Class A-2 Notes is reduced to zero; second zero provided that if there are not sufficient funds in the Note Distribution Account to pay in full the A-2 Noteholders, principal amount of the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the outstanding Class A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of amounts in the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess Note Distribution Account shall be deposited in applied to the Certificate Distribution Accountpayment of principal on the Class A-2 Notes on a pro rata basis. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity -------------- Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the 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 2(c) of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Interest Payment Date and Distribution Date, all Monthly Available Funds with respect to the preceding Monthly Collection Period (or in the case of a Distribution Date, Available Funds with respect to the preceding Collection Period) will be deposited in the Collection Account as provided in Section 4.01 of the Master Servicing Agreement. On each Interest Payment Date that is not a Distribution Date, the Total Noteholders' Interest Distribution Amount with respect to the preceding Monthly Collection Period, and on each Distribution Date, the Noteholders' Distribution Amount with respect to the preceding Collection Period will be deposited in distributed from the Collection Account as provided in Section 5.3 and any other Trust Account to the Indenture Trustee (or any other Paying Agent) on behalf 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 Noteholders as provided in Sections 5.5 2(d) 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)(x2(e) of the Sale and Servicing Administration Agreement. (c) On each Interest Payment Date that is not a Distribution Date or Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes to the extent of amounts due and Redemption Date prior unpaid on the Notes for interest (but not for any Noteholders' Interest LIBOR Carryover) in the following amounts and in the following order of priority: the Noteholders' Interest Distribution Amount, to an Event the Class A-1 Noteholders and the Class A-2 Noteholders; provided that if there are not sufficient funds received to pay the entire amount of Default accrued and acceleration of unpaid interest then due on the Notes, the amounts so received shall be applied to the payment of such interest on the Notes on a pro rata basis. (d) On each Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts due and unpaid on the Notes for principal, interest and any Noteholders' Interest LIBOR Carryover in the following amounts and in the following order of priority: (i) [Reserved]; (ii) the Noteholders' Interest Distribution Amount, to the Class A Noteholders, A-1 Noteholders and the Class Interest Amount for each Class of Class A A-2 Noteholders in an amount equal to the accrued and unpaid interest on the Notes; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such the Notes, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (ivthe Noteholders' Principal Distribution Amount plus any amount payable out of Reserve Account Excess as principal to the Noteholders pursuant to Section 2(e)(ii)(A) [Reserved]; (v) of the Administration Agreement, to the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Noteholders until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) zero and then to the Class A-2 Noteholders, Noteholders until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (Ciii) to the A-3 Noteholders' Interest LIBOR Carryover, until the Outstanding principal balance of the A-3 Notes is reduced to zero; and (D) to the A-4 Noteholdersif any, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued Noteholders 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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A A-2 Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, provided that if there insufficient funds are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest Noteholders' Interest LIBOR Carryover then due on such Notesoutstanding, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest Noteholders' Interest LIBOR Carryover on such Notes a pro rata on basis; and (iv) any amount payable out of Reserve Account Excess as principal to the basis Noteholders pursuant to Section 2(e)(ii)(D) of the total such interest due on such Notes; (iii) firstAdministration Agreement, to the Class A-1 Noteholders until the outstanding principal balance Outstanding Amount of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].Class

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the 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 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount and any Note Interest Carryover, if any, with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts payable on the Notes for principal, interest and any Note Interest Carryover in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]; (ii) the Noteholders' Interest Distribution Amount, to the Class A Noteholders, Noteholders in an amount equal to the Class Interest Amount for each Class of Class A Notesaccrued and unpaid interest on the Notes at the respective Note Rates; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Notes at the respective Note Rates, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in received to pay the Outstanding Amount of the Class A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; (iii) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; (iv) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-3 Notes, the amounts so received shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; and (v) the Note Distribution Account Interest Carryover, if any, to the Noteholders; provided that if insufficient funds are received to pay the entire amount of accrued and unpaid interest then due on such NotesNote Interest Carryover, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest Note Interest Carryover on such Notes a pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Accountbasis. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersNoteholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2.7, 2.8.1 and 5.6 2.8.2 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 Administration Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Note Distribution Account Notes to the Noteholders extent of amounts payable on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.2 or Section 5.4(b)): (i) [Reserved]; (ii) the Class A Noteholders' Interest Distribution Amount, to the Class A Noteholders, Noteholders in an amount equal to the Class Interest Amount for each Class of accrued and unpaid interest on the Notes at the respective Class A NotesNote Rates; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Class A Notes at the respective Class A Note Rates, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Class A Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the Class B Noteholders' Interest Distribution Amount, to the Class A Noteholders, for payment of principal, B Noteholders 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to at the Class A Noteholders, the Class Interest Amount for each Class of Class A NotesB Note Rate; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notesthe Class B Notes at the Class B Note Rate, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Class B Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iii) firstthe Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-1 Noteholders Notes until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-1 Notes, the amounts so received shall be applied to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable principal on the A-2 Notes, A-3 Class A-1 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero;on a pro rata basis; and (iv) [Reserved];the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; and (v) [Reserved];the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-3 Notes, the amounts so received shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; and (vi) [Reserved]Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-4 Notes, the amounts so received shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis; and (vii) thereafterthe Noteholders' Principal Distribution Amount, any excess to the Noteholders of the Class B Notes until the Outstanding Amount of the Class B Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class B Notes, the amounts so received shall be deposited in applied to the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].payment of principal on the Class B Notes on a pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 of the Sale and Servicing Agreement, and (ii) or in the name of the Issuing EntityTrust Agent, for the benefit of the Issuing EntityCertificateholders and the Insurer, the Spread Account Trust Accounts as provided in Section 5.1 4.01 of the Sale and Servicing Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, based solely on the Total Distribution Amount Date Statement, the Servicer shall cause funds to be withdrawn from the Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Collection Period will be deposited in the Collection Account Payment Account, as provided in Section 5.3 4.02(e) of the Sale and Servicing Agreement. On or before each Payment Distribution Date, based solely on the Distribution Date Statement, the Noteholders’ Distributable Amount Indenture Trustee will apply the Net Collections available with respect to the preceding related Collection Period will be transferred Period, together with amounts, if any, withdrawn from the Spread Account, the Prefunding Account and the Capitalized Interest Account or representing payment of the Policy Claim Amount, to make the deposits 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 required pursuant to the Note Distribution Account as provided in Section 5.6(b)(x4.03(a) of the Sale and Servicing Agreement. (c) On each Payment Distribution Date, based solely on the Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesStatement, the Indenture Trustee shall deposit or distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]to the Holders of each Class of Notes, the Note Interest Distributable Amount for such Distribution Date, pro rata; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class of Notes, to the Class A Noteholders, the Class Interest Amount for each Holders of such 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 Principal Distributable Amount to the payment extent of the remaining Outstanding Amount of such interest on such Notes pro rata on the basis Class of the total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Holders of the Class A NoteholdersA-1 Notes, for payment of principal, in the following order of priority: remaining Note Principal Distributable Amount (A) after giving effect to the A-1 Noteholderspayment, if any, described in clause (ii) above), until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (Biv) to the Holders of the Class A-2 NoteholdersNotes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (Cv) to the Holders of the Class A-3 NoteholdersNotes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii) and (iv) above), until the Outstanding principal balance Amount of the Class A-3 Notes is reduced to zero; and (Dvi) to the Holders of the Class A-4 NoteholdersNotes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii), (iv) and (v) above), until the Outstanding principal balance Amount of the Class A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On The Indenture Trustee shall make claims under the A-1 Note Final Scheduled Maturity DatePolicy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount as part of the Note Distributable Amount under this Indenture to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal extent such Policy Claim Amount relates to the sum of (i) the aggregate accrued Notes and unpaid interest on the A-1 Notes as part of the A-1 Note Final Scheduled Maturity Date, Certificate Distributable Amount under the Sale and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account Servicing Agreement to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) extent such Policy Claim Amount relates to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution AccountCertificates. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the 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 Sections 4.1 and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.7 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Servicer shall deposit all Available Collections with respect to the preceding Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Section 5.3 Sections 4.2, 4.3, 4.4 and 4.5 of the Sale and Servicing Agreement. On or before each Payment Date Date, all amounts required to be withdrawn from the Noteholders’ Distributable Amount with respect Reserve Account and deposited in the Collection Account pursuant to the preceding Collection Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 Section 4.5 of the Sale and Servicing Agreement, Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and the Note Monthly Additional Principal Distributable Amount as of such Payment Date will be transferred deposited to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementCollection Account. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts (based on deposit the information contained in the Note Distribution 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 Noteholders in extent of Available Funds for such Payment Date (plus funds, if any, deposited therein from the following amounts and Reserve Account), in the following order of priority: (i) [Reserved]first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the Class A Noteholders, the Class Interest Amount for each Class of Accrued Class A NotesNote Interest for such Payment Date; provided, provided that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class A Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iii) [Reserved]third, to the Noteholders, the Priority Note Principal Payment for such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of this Agreement; (iv) [Reserved]fourth, to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, to the Principal Distribution Account, on any Final Scheduled Payment Date for any Class A Noteholdersof Notes, the amount necessary to reduce the remaining principal amount of such Class of Notes to zero after giving to the amount, if any, to be applied on such Payment Date to the principal of such Class of Notes from funds deposited pursuant to clause (v) above; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for payment 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 principalthis Agreement and Article VII of the Trust Agreement, respectively, and not previously paid; and (ix) ninth, to the Seller, any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. Notwithstanding the foregoing in this Section 8.2(c), (A) if the Notes have been accelerated after an Event of Default specified in Section 5.1(iii), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (A1) to the A-1 Indenture Trustee and the Owner Trustee, all amounts for fees, expenses and indemnification due under Section 6.7 of this Agreement and Article VII of the Trust 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 Noteholders, the Priority Note Principal Payment, for such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of this Agreement; (5) to the Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (6) to the Principal Distribution Account, until the Outstanding principal balance amount of the A-1 Notes is reduced has been paid in full; (7) to zerothe Certificate Distribution Account, the Certificate Balance of the Class B Certificates; (8) to the Seller, 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 A-2 Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of this Agreement and Article VII of the Trust 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 Outstanding principal balance amount of the A-2 Notes is reduced to zerohas been paid in full; (C5) 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in 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; (6) to the Seller, any remaining Available Funds for such Payment Date. (d) On the A-1 Note Final Scheduled Maturity each Payment Date, the Indenture Trustee shall distribute to (based on the Class A-1 Noteholders, from the amount available information contained in the Note Distribution Account, an amount equal Servicer's Certificate delivered on or before the related Determination Date pursuant to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as Section 3.9 of the A-1 Note Final Scheduled Maturity Date, Sale and (iiServicing Agreement) shall withdraw the amount necessary to reduce funds deposited in the outstanding principal amount of the A-1 Notes to zero. (e) On each Principal Distribution Account on such Payment Date and Redemption Date, after an Event of Default make distributions and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and payments in the following order of priority: (i) [Reserved]first, to the holders of the Class A-1 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the Class A Noteholders, holders of the Class Interest Amount for each Class A-2 Notes on a pro rata basis in reduction of Class A Notes; provided, that if there are not sufficient funds in principal until the Note Distribution Account to pay the entire principal amount of accrued and unpaid interest then due on such Notes, the amount Class A-2 Notes has been paid in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notesfull; (iii) firstthird, to the A-1 Noteholders holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the outstanding principal balance Class A-3 Notes have been paid in full; (iv) fourth, to the holders of the A-1 Class A-4 Notes is reduced to zeroon a pro rata basis in reduction of principal until the principal amount of the Class A-4 Notes have been paid in full; second and (v) fifth, to the A-2 Noteholders, Certificate Distribution Account in reduction of the A-3 Noteholders and Certificate Balance of the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, Class B Certificates until the outstanding principal balance Certificate Balance of the A-2 Notes, A-3 Notes and A-4 Notes Class B Certificates has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess . Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Seller. 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 withdraw the funds deposited in the Certificate Principal Distribution AccountAccount on each Payment Date and pay them, first, to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes have been paid in full and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Notes has been paid in full. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Indenture Trustee to establish and maintain (i) in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale Transfer and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Collections with respect to the preceding Receivables and other amounts with respect to each Collection Period will shall be deposited in the Collection Account as provided in Section 5.3 Sections 5.2, 5.05 and 5.06 of the Sale Transfer and Servicing Agreement. On or before each Payment Date Date, all amounts required to be deposited in the Noteholders’ Distributable Amount Principal Distribution Account with respect to the preceding Collection Period will pursuant to Section 5.06 of the Transfer and Servicing Agreement shall be transferred from the applicable Trust Account to the Note Principal 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 AgreementAccount. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesExcept as set forth under Sections 8.2(f), 8.2(g), 8.2(h), as applicable, the Indenture Trustee shall deposit or distribute all make the following deposits and distributions, from amounts on deposit in the Note Distribution Collection Account to the Noteholders on each Payment Date in the following amounts and in the following order of priority: (i) [Reserved]to the Indenture Trustee and Owner Trustee, fees and reasonable expenses (including indemnification amounts) not previously paid and not to exceed, in the aggregate, $100,000 per annum; (ii) to the Servicer, the Servicing Fee and all prior unpaid Servicing Fees from prior Collection Periods, and to the Back-Up Servicer, if the Back-Up Servicer has replaced the initial Servicer or any of its Affiliates as Servicer in accordance with the terms of the Transfer and Servicing Agreement, any unpaid transition expenses due to the Back-Up Servicer in respect of a transfer of servicing not to exceed in the aggregate, $100,000; (iii) to the Class A Noteholders, (A) the aggregate amount of interest accrued for the related Interest Accrual Period on the Class A Notes at their respective Interest Amount for each Class Rates on the respective Note Balance of the Class A NotesNotes as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on such previous Payment Date; provided, provided that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of the accrued and unpaid interest then due on such NotesClass A Note interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes on a pro rata on basis based upon the basis amount of the total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; providedand (B) the excess, that if there are not sufficient funds in any, of 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 payable to the payment of such interest Class A Noteholders on such Notes pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to prior Payment Dates over the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].actually

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) with and in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.02 of the Sale and Servicing Agreement. On or before each Payment Date Date, the Noteholders’ Distributable Amount with respect Indenture Trustee shall make all withdrawals and deposits to the preceding Collection Period will be transferred to the Account, Note Distribution Account as provided and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.5 5.06 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) 5.07 of the Sale and Servicing Agreement. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) to accrued and unpaid interest on the 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 the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Notes pro rata on the basis of the total such interest due on such the Notes;; and (iiiii) [Reserved]; (iv) [Reserved]; (v) to principal on the Class A Noteholders, for payment of principal, Notes in the following order of priority: (A1) to the Holders of the Class A-1 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B2) to the Holders of the Class A-2 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (C3) to the Holders of the Class A-3 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-3 Notes is reduced to zero; and (D4) to the Holders of the Class A-4 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafterand To the extent the Class A-1 Notes are still outstanding on the Class A-1 Final Scheduled Payment Date, any excess payments with respect to the Class A-1 Notes shall be deposited in made on the Certificate Distribution AccountClass A-1 Final Scheduled Payment Date. (d) On After making the A-1 Note Final Scheduled Maturity Datedistributions to the Noteholders and subject to Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Reserve Account called for pursuant to Section 5.06(ii)(C) of the Sale and Servicing Agreement. (e) After making the distributions to the Noteholders and subject to Section 8.02(d) and Section 8.04, the Indenture Trustee shall make the distributions, if any, to the Certificateholders called for pursuant to Section 5.06(ii)(D) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the Class A-1 Noteholders, from paying agent for the amount available in Issuer as instructed by the Note Distribution Account, an amount equal to the sum of (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 to zeroOwner Trustee. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders holders of the Notes and the Certificateholdersholders of the Certificates, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount all Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.02 of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable ' Distribution Amount and any Noteholders' Interest Index Carryover, if any, with respect to the preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the holders of the Notes as provided in Sections 5.5 5.04(c), 5.05 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) 5.06 of the Sale and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit in behalf of the Note Distribution Account holders of the Notes pursuant to paragraph (b) above to the Noteholders holders of the Notes to the extent of amounts due and unpaid on the Notes for principal, interest and any Noteholders' Interest Index Carryover in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b) and 5.04(c)): (i) [Reserved]; (ii) the Noteholders' Interest Distribution Amount with respect to the Class A NoteholdersA-1 and Class A-2 Notes, to the holders of the Class Interest Amount for each A-1 Notes and the holders of the Class of Class A A-2 Notes in an amount equal to the accrued and unpaid interest on the Notes; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notes, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) with respect to any Distribution Date on which the Class A Notes are entitled to receive the Noteholders' Priority Distribution Amount, for payment of principal, in the following order of priority: (A) applicable Noteholders' Priority Distribution Amount to the holders of the Class A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) , then to the holders of the Class A-2 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (Ciii) the Noteholders' Interest Distribution Amount with respect to the A-3 Class M Notes, to the holders of the Class M Notes in an amount equal to the accrued and unpaid interest on the Class M Notes; (iv) the applicable Noteholders' Principal Distribution Amount, to the holders of the Class A-1 Notes until the Outstanding principal balance Amount of the A-3 Class A-1 Notes is reduced to zero, and then to the holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (v) the applicable Noteholders' Principal Distribution Amount, to the holders of the Class M Notes until the Outstanding Amount of the Class M 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 applicable Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) ' Interest Index Carryover with respect to the Class A NoteholdersNotes, if any, to the holders of the Class Interest Amount for each A-1 Notes and the holders of the Class of Class A A-2 Notes; provided, provided that if there insufficient funds are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest Noteholders' Interest Index Carryover with respect to the Class A Notes then due on such Notesoutstanding, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest Noteholders' Interest Index Carryover on such Notes a pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; andbasis. (vii) thereafterthe applicable Noteholders' Interest Index Carryover with respect to the Class M Notes, any excess shall be deposited in if any, to the Certificate Distribution Accountholders of the Class M Notes. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersSwap Counterparty, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2(c) of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day preceding each Monthly Payment Date and Quarterly Payment Date, all Monthly Available Funds with respect to the Total Distribution Amount preceding Monthly Collection Period (or in the case of a Quarterly Payment Date, Available Funds with respect to the preceding Collection Period Period) will be deposited in the Collection Account as provided in Section 5.3 4.01 of the Sale and Servicing Agreement. On or before each Quarterly Payment Date Date, the Noteholders’ Distributable ' Distribution Amount with respect to the preceding Collection Period such Quarterly Payment Date will be transferred distributed from the Collection Account, from the Prefunding Account and from the Reserve Account to the Note Distribution Account Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Sections 5.5 2(d)(v)(C), 2(e)(iv)(C) and 5.6 2(k)(ii)(C) of the Sale and Servicing Administration Agreement. On each Quarterly Payment Date, and the Note Monthly Additional Principal Distributable Amount as of Reserve Account Excess for such Quarterly Payment Date will be transferred distributed to the Note Distribution Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in clauses (b)(ii), b(iii) and (b)(iv) of Section 2(e)(ii) of the Administration Agreement (and in the case of clause (b)(iv) whether allocated thereto pursuant to the proviso to Section 2(e)(ii)(a) or pursuant to Section 2(e)(ii)(b)). On the Quarterly Payment Date referred to in Section 10.01(a) (ii) with respect to a redemption pursuant to Section 10.01(a) (ii), the amount on deposit in the Collateral Reinvestment Account on such Quarterly Payment Date will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 5.6(b)(x2(f)(ii) of the Sale and Servicing Administration Agreement. (c) On each Quarterly Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts on deposit in received by it from the Note Distribution Collection Account, the Prefunding Account and the Reserve Account pursuant to the second sentence of paragraph (b) above to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest to any Swap Counterparties in the following amounts and in the following order of priority: (i) [Reserved]; the Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amounts, if any, and the remainder of any Termination Payment (iito the extent the remainder of such Termination Payment is owed to any Swap Counterparties following a Redemption Event (as defined in any related Swap Agreement) or a default by the Trust under any Swap Agreements other than an Event of Default by the Trust specified in (x) Section 5(a)(i) of any Swap Agreements or (y) 5(a)(ix) of any Swap Agreements unless an Event of Default has occurred, the Notes have been accelerated and such acceleration has been waived), to the Class A A-1 Noteholders, the Class Interest Amount for each Class of Class A NotesA-2 Noteholders and any Swap Counterparties, respectively; provided, however, 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 NotesClass A-1 Noteholders' Interest Distribution Amount, the amount in Class A-2 Noteholders' Interest Distribution Amount, the Note Distribution Account Trust Swap Payment Amounts, if any, and the remainder of any Termination Payment, the amounts so received shall be applied to the payment of such interest Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amounts, if any, and the remainder of any Termination Payment, on such Notes a pro rata basis based on the basis ratio of each such amount to the total of such interest due on such Notesamounts; (ii) reserved; (iii) [Reserved]the Subordinate Noteholders' Interest Distribution Amount, to the Subordinate Noteholders; (iv) [Reserved]; (v) if the Revolving Period has terminated, the Senior Noteholders' Principal Distribution Amount, to the Class A Noteholders, for payment of principal, Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in the following order of priority: (ASection 8.02(f)) to the A-1 Noteholders, until the Outstanding principal balance Amount of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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 Senior Notes is reduced to zero; and (Dv) after the Outstanding principal amount of the Senior Notes is reduced to zero, the Subordinate Noteholders' Principal Distribution Amount to the A-4 Noteholders, Subordinate Noteholders until the Outstanding principal balance amount of the A-4 Subordinate Notes is reduced to zero. (d) On each Quarterly Payment Date, the Indenture Trustee (or any Paying Agent) shall distribute all amounts received by it on behalf of Noteholders and to any Swap Counterparties in respect of Reserve Account Excess pursuant to the third to the last sentence of paragraph (b) above in the following amounts and order of priority: (i) reserved; (ii) if the Revolving Period has terminated, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period (only until the Outstanding principal amount of the Senior Notes is reduced to zero); (iii) if the Revolving Period has terminated, and the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period; (iv) commencing on the October 2010 Quarterly Payment Date, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; (v) commencing on the October 2010 Quarterly Payment Date, any remaining such amounts, after the Outstanding principal amount of the Senior Notes is reduced to zero, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafterto any Swap Counterparties, all Termination Payments due under the related Swap Agreement, to the extent that any excess shall be deposited Swap Counterparty is the Defaulting Party (as such term is defined in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Daterelated Swap Agreement), the Indenture Trustee shall distribute Early Termination Date (as such term is defined therein) arises from a Termination Event (other than an Additional Termination Event (as defined in any Swap Agreements) in respect of a Redemption Event (as defined in any Swap Agreements)) or the Trust is the Defaulting Party with respect to the Class A-1 Noteholders, from the amount available an Event of Default specified in the Note Distribution Account, an amount equal Section 5(a)(i) of any Swap Agreements (exclusive of any Trust Swap Payment Amount paid pursuant to the sum Clause SECOND of Section 5.04 (ib) 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 to zerohereof). (e) On each the Quarterly Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Datereferred to in Section 10.01(a)(ii) with respect to redemption pursuant to Section 10.01(a)(ii), the Indenture Trustee (or any other Paying Agent) shall distribute all amounts on deposit in received by it from the Note Distribution Collateral Reinvestment Account pursuant to the Noteholders last sentence of Section (b) above in the following amounts and in the following order of priority: (i) [Reserved]to the related Swap Counterparty, an amount equal to any related unpaid Net Trust Swap Payment Carryover Shortfalls; (ii) after any related Net Trust Swap Payment Carryover Shortfalls have been paid to the Class A Noteholdersrelated Swap Counterparty, any remaining such amounts to the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Note Distribution Account to pay the entire Outstanding principal amount of accrued and unpaid interest then due on such Notes, the amount in the Note Distribution Account shall be applied Senior Notes is reduced to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes;zero; and (iii) firstafter the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts to the A-1 Subordinate Noteholders until the outstanding Outstanding principal balance amount of the Subordinate Notes is reduced to zero. (f) Amounts payable to Senior Noteholders as provided in Sections 8.02(c)(iv), 8.02(d)(ii) and 8.02(e)(ii) shall be payable in the following amounts and order of priority: (i) to the Class A-1 Noteholders in an amount necessary to reduce the Outstanding principal amount of the Class A-1 Notes to zero; and (ii) after the Outstanding principal amount of the Class A-1 Notes is reduced to zero; second , to the Class A-2 NoteholdersNoteholders until the Outstanding principal amount of the Class A-2 Notes is reduced to zero; provided, however, that from and after any acceleration of the A-3 Notes following an Event of Default, such amounts shall be payable to the Class A-1 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the Class A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]Noteholders pro rata. (g) [Reserved]On the Quarterly Payment Date referred to in Section 10.01(a)(i) with respect to redemption pursuant to Section 10.01(a)(i), the Indenture Trustee (or any other Paying Agent) upon the written direction of the Administrator shall distribute all amounts received by it from the Prefunding Account pursuant to the last sentence of Section (b) above in the following amounts and among the Class A-1 and Class A-2 Noteholders, pro rata, based upon the initial principal balance of each class of Class A-1 and Class A-2 Notes. (h) In the event that any Swap Counterparty is replaced by a successor swap counterparty pursuant to the terms of any Swap Agreement, the Indenture Trustee shall pay any amounts owing to such Swap Counterparties in accordance with the terms of the related Swap Agreements at the written direction of such Swap Counterparties.

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before each Payment Distribution Date, the Total Distribution Amount (net of the Servicing Fee for such Distribution Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be deposited into the Certificate Account or released to the Seller or the Company) with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 5.02 of the Sale and Servicing Agreement. On or before each Payment Date Distribution Date, all amounts required to be deposited in the Noteholders’ Distributable Amount Note Distribution Account with respect to the preceding Collection Period will be transferred pursuant to the Note Distribution Account as provided in Sections 5.5 5.06 and 5.6 5.07 of the Sale and Servicing Agreement, and the Note Monthly Additional Principal Distributable Amount as of such Payment Date Agreement will be transferred from the Collection Account and/or the Reserve Account to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing AgreementAccount. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.04(b)): (i) [Reserved]; (ii) to accrued and unpaid interest on the 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 the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such the Class A Notes pro rata on the basis of the total such interest due on such the Class A Notes; (ii) accrued and unpaid interest on the Class B Notes; and (iii) [Reserved]; the Noteholders' Principal Distributable Amount (ivor on each Distribution Date in the Release Period, the Release Period Noteholders' Principal Distributable Amount) [Reserved]; (v) to the Class A Noteholders, for payment of principal, in the following order of priority: (A1) to the Holders of the Class A-1 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B2) to the Holders of the Class A-2 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-2 Notes is reduced to zero; (C3) to the Holders of the Class A-3 Noteholders, Notes on account of principal until the Outstanding principal balance Amount of the Class A-3 Notes is reduced to zero; (4) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; and (D5) to the A-4 Noteholders, Class B Noteholders until the Outstanding principal balance Amount of the A-4 Class B Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Total Distribution Amount Servicer shall deposit all Available Collections with respect to the preceding Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Section 5.3 Sections 4.2, 4.3, and 4.5 of the Sale and Servicing Agreement. On or before each Payment Date Date, all amounts required to be withdrawn from the Noteholders’ Distributable Amount with respect Reserve Account and deposited in the Collection Account pursuant 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)(x4.6(b) of the Sale and Servicing AgreementAgreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (based on the information contained in the Monthly Investor Report delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) shall deposit or distribute all amounts make the following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of funds on deposit in the Note Distribution Collection Account with respect to the Noteholders in Collection Period preceding such Payment Date (including funds, if any, deposited therein from the following amounts and Reserve Account), in the following order of priority: (i) [Reserved]first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (ii) second, to the Class A Noteholders, the Class Interest Amount for each Class Noteholders of Class A Notes, the Accrued Class A Note Interest; provided, that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class A Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class A Notes pro rata on rata, in accordance with the basis aggregate Outstanding principal balances of the total such interest due on such Class A Notes; (iii) [Reserved]third, to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) [Reserved]; (v) to the Class A Noteholdersfourth, 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A NoteholdersB Notes, the Accrued Class Interest Amount for each Class of Class A NotesB Note Interest; provided, that if there are not sufficient funds in the Note Distribution Account available to pay the entire amount of accrued and unpaid interest then due on such Notesthe Accrued Class B Note Interest, the amount in the Note Distribution Account amounts available shall be applied to the payment of such interest on such the Class B Notes on a pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]basis; (v) [Reserved]fifth, to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) [Reserved]sixth, to the Noteholders of Class C Notes, the Accrued Class C Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class C Note Interest, the amounts available shall be applied to the payment of such interest on the Class C Notes on a pro rata basis; (vii) seventh, to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) eighth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class D Note Interest, the amounts available shall be applied to the payment of such interest on the Class D Notes on a pro rata basis; (ix) ninth, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance; (x) tenth, to the Principal Distribution Account, the Regular Principal Distribution Amount, if any; and (viixi) thereaftereleventh, to the Seller, any excess shall be deposited funds remaining on deposit in the Certificate Distribution Account.Collection Account with respect to the Collection Period preceding such Payment Date. Notwithstanding any other provision of this Article VIII, and subject to Section 5.4(b): (fA) [Reserved]. following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) that has resulted in an acceleration of the Notes (gincluding the occurrence of such an Event of Default following the occurrence of an Event of Default specified in Section 5.1(iii) [Reserved].hereof that resulted in acceleration of the Notes), the Servicer shall instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the application of:

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain (i) with and in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) [On or before each Payment Date, Available Funds and any withdrawals from the Total Distribution 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 Section 5.3 Sections 5.01(e) and 5.02 of the Sale and Servicing Agreement. .] On or before each Payment Date Date, the Noteholders’ Distributable Amount with respect Indenture Trustee shall make all withdrawals and deposits to the preceding Collection Period will be transferred to the Account, Note Distribution Account[,][and] Reserve Account[, the Pre-Funding 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 Negative Carry Account][the Accumulation Account] and shall make all distributions to the Note Distribution Account as provided Certificateholders in Section 5.6(b)(x) accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement. (c) On Except as otherwise provided in paragraphs (d), and (e) below, on each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or 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 Noteholders extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priorityamounts: (i) [Reserved]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 Class A Noteholders, Holders of 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 B Notes, the amount all amounts allocated to such Holders in the Note Distribution Account shall be applied to the payment respect of such interest on such Notes pro rata on the basis of the total such interest due on such Class B Notes; (iii) [Reservedto the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes;]; (iv) [Reserved]; (v) to the Holders of the Class A NoteholdersNotes[,] [and] the Class B Notes [and the Class C Notes], for payment all amounts allocated to such Holders in respect of principal, principal on the Notes will be paid to the Holders of the Class A Notes[,] [and] Class B Notes [and the Class C Notes] in the following order of priority: (A) to the A-1 Noteholders, until the Outstanding principal balance of the Class A-1 Notes is reduced [pro rata to zero;the Class A-1a Notes and the Class A-1b Notes based upon the aggregate Outstanding Amount of such Class] until they are paid in full; then (B) to the A-2 Noteholders, until the Outstanding principal balance of the Class A-2 Notes is reduced [pro rata to zero;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 A-3 Noteholders, until the Outstanding principal balance of the Class A-3 Notes is reduced [pro rata to zerothe Class A-3a Notes and the Class A-3b Notes based upon the aggregate Outstanding Amount of such Class] until they are paid in full; andthen (D) to the Class A-4 NoteholdersNotes [pro rata to the Class A-4a Notes and the Class A-4b Notes based upon the aggregate Outstanding Amount of such Class] until they are paid in full; [and] then (E) to the Class B Notes [pro rata to the Class Ba Notes and the Class Bb Notes based upon the aggregate Outstanding Amount of such Class] until they are paid in full[; and then (F) to the Class C Notes [pro rata to the Class Ca Notes and the Class Cb Notes based upon the aggregate Outstanding Amount of such Class] until they are paid in full]. In addition, until on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding principal balance Amount of any Class of Notes remains greater than zero, the A-4 Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full [(provided, that, amounts withdrawn from the Reserve Account may not be used to pay amounts owing to World Omni or any Affiliate of World Omni to the extent such Person is reduced to zero; (vi) [Reserveda Noteholder or a Note Owner)]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On In the A-1 Note Final Scheduled Maturity Date, event the Indenture Trustee shall distribute Notes are declared to be due and payable following the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum occurrence of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes pursuant to Section 5.01(i) or (and, if any Notes remain outstanding after the Final Scheduled Maturity Dateii), 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 amounts and in the following order of priority: : (i) [Reserved]; (ii) to the Holders of the Class A NoteholdersNotes, all amounts allocated to such Holders in respect of interest on the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in Notes pro rata based upon the Note Distribution Account to pay the entire aggregate amount of accrued and unpaid interest then due on and payable to the Holders of such Notes, the amount in the Note Distribution Account shall be applied ; (ii) to the payment Holders of the Class A Notes, all amounts allocated to such interest on such Notes pro rata Holders in respect of principal on the basis Class A Notes, first to the Holders of the total such interest due on such Notes; (iii) first, to the Class A-1 Noteholders Notes until the outstanding principal balance Outstanding Amount of the Class A-1 Notes is reduced to zero; second , [then to the Holders of the Class A-2 NoteholdersNotes, the Class A-3 Noteholders Notes and the Class A-4 NoteholdersNotes, for payment of principal, ratably, according to pro rata based upon the amounts Outstanding Amount due and payable on to the Holders of such Notes][then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes for principalNotes, without preference or priority sequentially until each such Class 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; [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[; (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]. If the Outstanding Amount of any kindClass of Notes remains greater than zero after application of clauses (i), (ii), (iii)[,] [and] (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[;provided, that, amounts withdrawn from the Reserve Account may not be used to pay amounts owing to World Omni or any Affiliate of World Omni to the extent such Person is a Noteholder or a Note Owner)]. (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 principal balance 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] [then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, sequentially until each such Class has been reduced to zero; (iv) paid in full]; [Reserved]; and] [(v) )] to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes[Reserved]; ; and (vi) [Reservedto the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (f) [Reserved]. (g) [ReservedSubject 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][on deposit in the Accumulation Account] 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 Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) establish, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in Section 5.3 5.2 of the Sale and Servicing Agreement. On or before each Payment Date Date, the Noteholders’ ' Distributable Amount with respect to the preceding Collection Period will be transferred from the Collection Account and/or the Reserve Account to the Note Distribution Account as provided in Sections 5.1 and 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Noteholders Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority [(except as otherwise provided in Section 5.4(b)):] (i) [Reserved]; accrued and unpaid interest on the Notes (iiA) in the Class A-1 Noteholders' Interest Distributable Amount, to the Class A A-1 Noteholders, and (B) in the Class A-2 Noteholders' Interest Amount for each Distributable Amount, to the Class of Class A Notes; providedA-2 Noteholders, 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 Notesthe Notes for the related Payment Date, the amount in the Note Distribution Account shall be applied to the payment of such interest on such each class of the Notes pro rata on the basis of the total amount of such interest due on such Notesclass of Notes for such Payment Date; (iiiii) [Reserved]; (iv) [Reserved]; (v) payment of principal to the Holders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, zero provided that if there are not sufficient funds in the Note Distribution Account to pay in full the entire principal amount of accrued and unpaid interest then due on such the outstanding Class A-1 Notes, the amount amounts in the Note Distribution Account shall be applied to the payment of such interest principal on such the Class A-1 Notes on a pro rata on the basis of the total such interest due on such Notes;basis; and (iii) first, payment of principal to the A-1 Noteholders Holders of the Class A-2 Notes until the outstanding principal balance Outstanding Amount of the A-1 Class A-2 Notes is reduced to zero; second zero provided that if there are not sufficient funds in the Note Distribution Account to pay in full the A-2 Noteholders, principal amount of the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the outstanding Class A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of amounts in the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess Note Distribution Account shall be deposited in applied to the Certificate Distribution Accountpayment of principal on the Class A-2 Notes on a pro rata basis. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and holders of the CertificateholdersNotes, 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 5.01 of the Sale and Servicing Agreement. (b) On or before the Business Day preceding each Payment Distribution Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 of the Sale and Servicing Agreement. On or before each Payment Date the Noteholders’ Distributable Amount all Available Funds with respect to the preceding Collection Period will be transferred from the Demand Deposit Account to the Note Distribution Collection Account (except with respect to all Net Receipts, which shall be deposited into the Collection Account on the date received) as provided in Sections 5.5 and 5.6 Section 5.02 of the Sale and Servicing Agreement. The Indenture Trustee shall also remit to the Collection Account all Insured Payments delivered to the Indenture Trustee pursuant to a Securities Guaranty Insurance Policy Notice on the date of receipt thereof from the Securities Insurer. On or before each Distribution Date, (i) the Noteholders' Distribution Amount, (ii) any Noteholders' Interest Index Carryover, and (iii) any Insured Payments with respect to the Note Monthly Additional Principal Distributable Amount as of such Payment Date preceding Collection Period will be transferred distributed from the Collection Account and any other Trust Account to the Note Distribution Account Indenture Trustee (or any other Paying Agent) on behalf of the holders of the Notes as provided in Section 5.6(b)(x) Sections 5.04, 5.05, 5.06 and 5.08 of the Sale and Servicing Agreement. (c) On each Payment Distribution Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee (or any other Paying Agent) shall deposit or distribute all amounts received by it on deposit in behalf of the Note Distribution Account holders of the Notes pursuant to paragraph (b) above to the Noteholders holders of the Notes to the extent of amounts due and unpaid on the Notes for principal, interest and any Noteholders' Interest Index Carryover in the following amounts and in the following order of priority:priority (except as otherwise provided in Sections 5.04(b) and 5.04(c) and 8.02(d)): (i) [Reserved]; (ii) the Noteholders' Interest Distribution Amount with respect to the Class A NoteholdersA-1 and Class A-2 Notes, to the holders of the Class Interest Amount for each A-1 Notes and the holders of the Class of Class A A-2 Notes in an amount equal to the accrued and unpaid interest on the Notes; provided, provided that if there are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest then due on such Notes, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest on such the Notes on a pro rata on the basis of the total such interest due on such Notesbasis; (iiiii) [Reserved]; (iv) [Reserved]; (v) the applicable Noteholders' Principal Distribution Amount, to the holders of the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, Notes until the Outstanding principal balance Amount of the Class A-1 Notes is reduced to zero; (B) , and then to the holders of the Class A-2 Noteholders, Notes until the Outstanding principal balance Amount of the Class 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (iiii) 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 to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) applicable Noteholders' Interest Index Carryover with respect to the Class A NoteholdersNotes, if any, to the holders of the Class Interest Amount for each A-1 Notes and the holders of the Class of Class A A-2 Notes; provided, provided that if there insufficient funds are not sufficient funds in the Note Distribution Account received to pay the entire amount of accrued and unpaid interest Noteholders' Interest Index Carryover with respect to the Class A Notes then due on such Notesoutstanding, the amount in the Note Distribution Account amounts so received shall be applied to the payment of such interest Noteholders' Interest Index Carryover on such Notes a pro rata on the basis of the total such interest due on such Notes;basis. (iiid) firstOn the Special Redemption Date, the Indenture Trustee shall distribute the amounts remaining on deposit in the Subsequent Pool Prefunding Subaccount to the Class A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the and/or Class A-2 Noteholders, in accordance with the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference priorities set forth in Section 5.08(c)(i)(x) or priority of any kind, until the outstanding principal balance (y) of the A-2 NotesSale and Servicing Agreement, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution Accountas applicable. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer Administrator to establish and maintain (i) maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersTrust, the Trust Accounts (other than the Spread Account) as provided in Section 5.1 2.3 of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Administration Agreement. (b) On or before the Business Day immediately preceding each Payment Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the Total Distribution Amount definition of Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.3 2.4 of the Sale and Servicing Administration Agreement. On or before each Payment Date Distribution Date, the Noteholders’ Distributable Amount with respect to Indenture Trustee (or any other Paying Agent) shall make the preceding Collection Period will be transferred to the Note Distribution Account required deposits and distributions as provided in Sections 5.5 2.7 and 5.6 2.8 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 Administration Agreement. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of During the NotesSupplemental Purchase Period, the Indenture Trustee shall deposit or distribute all amounts on deposit in withdraw funds as directed by the Note Distribution Account Administrator pursuant to the Noteholders in the following amounts and in the following order of priority: (iSection 2.10(c) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to Administration Agreement for the Class A Noteholders, for payment purchase 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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution AccountAdditional Trust Student Loans. (d) On the A-1 Note Final Scheduled Maturity DateBusiness Day immediately following the end of the Supplemental Purchase Period, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available transfer any amounts remaining in the Note Distribution Supplemental Purchase Account at the end of the Supplemental Purchase Period into the Collection Account, an amount equal to as directed by the sum of (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 to zeroAdministrator. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration the Business Day immediately following the end of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date)Funding Period, the Indenture Trustee shall distribute all transfer any amounts on deposit remaining in the Note Distribution Pre-Funding Account to into the Noteholders in Collection Account, as directed by the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in the Certificate Distribution AccountAdministrator. (f) [Reserved]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, as directed by the Administrator, shall withdraw from the Borrower Benefit Account on that Distribution Date an amount equal to such deficiency, to the extent of funds available therein, to be included as part of Available Funds for that Distribution Date. (g) [Reserved]On or before each Distribution Date, the Indenture Trustee, as directed by the Administrator, shall withdraw from the Floor Income Rebate Account an amount equal to the applicable Floor Income Rebate Account Release Amount, to be included as part of Available Funds for that Distribution Date.

Trust Accounts. (a) On or prior to the Closing Date, the Issuing Entity Issuer shall cause the Servicer to establish and maintain (i) maintain, in the 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, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) 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 provided in Section 5.3 5.2 of the Sale and Servicing Agreement. On or before each Payment Date 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. (c) On each Payment Date and Redemption Date prior to an Event of Default and acceleration of the NotesDate, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to Noteholders to the Noteholders extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority:priority (except as otherwise provided in Section 5.4(b)): (i) [Reserved]; (ii) to the Class A Noteholders, the Class ' Interest Amount for each Class of Class A NotesDistributable Amount; 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 total such interest due on such Notes; (ii) only to the extent of funds withdrawn from the Pre-Funding Account and deposited in the Note Distribution Account by the Indenture Trustee pursuant to Section 5.7(b) of the Sale and Servicing Agreement: (A) first, to the Holders of A-1 Notes, (B) second, to the Holders of A-2 Notes, (C) third, to the Holders of A-3 Notes, and (D) fourth, the remainder to the Holders of A-4 Notes; (iii) [Reserved]the Class B Noteholders' Interest Distributable Amount; (iv) [Reserved]; (v) to the Class A Noteholders, Principal Distributable Amount for payment each Class of principal, Notes in the following order of priority: : A-1 Notes, A-▇ ▇▇▇▇▇, ▇-▇ ▇▇▇▇▇, ▇-▇ Notes and Class B Notes (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 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) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (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 to zero. (e) On each Payment Date and Redemption Date, provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding outstanding, on and after the Final Scheduled Maturity Date), the Indenture Trustee amounts available for distribution pursuant to this clause (iv) shall distribute be paid first to all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class Holders 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 total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, ratably according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Class A Notes for principal, without preference or priority of any kind, principal until paid in full and then to the Class B Noteholders until the outstanding principal balance amount of the A-2 Notes, A-3 Notes and A-4 Class B Notes has been reduced to zero; (iv) [Reserved]; (v) [Reserved]; (vi) [Reserved]paid in full; and (viiv) thereafter, any excess shall be deposited in to the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].