Common use of Actions Upon Repudiation Clause in Contracts

Actions Upon Repudiation. (a) In the event that the sponsor becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for the sponsor, exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (or, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made, the Indenture Trustee shall determine the date (the “applicable distribution date”) for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Clearing Agency. (c) When the applicable distribution date is determined, the Indenture Trustee shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution date, which interest shall be the amount accruing up to the applicable distribution date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for the sponsor, exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (or, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made, the Indenture Trustee shall determine the date (the “applicable distribution date”) for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Clearing Agency. (c) When the applicable distribution date is determined, the Indenture Trustee shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution date, which interest shall be the amount accruing up to the applicable distribution date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer Indenture Trustee pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv8.02(e), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance Required Amount (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for the sponsor, exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (or, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made, the Indenture Trustee shall determine the date (the “applicable distribution date”) for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Clearing Agency. (c) When the applicable distribution date is determined, the Indenture Trustee shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution date, which interest shall be the amount accruing up to the applicable distribution date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance Required Amount (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable: (a) In the event that the sponsor CRB becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, exercises its right CRB provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon Following delivery of the notice specified in Section 12.05(a): (i) at the direction of the Holders of at least 25% of the Note Balance of the Controlling Class, the Indenture Trustee shall request and the Servicer shall compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such amounts; and (ii) at the direction of the Certificateholders pursuant to the Trust Agreement, the Owner Trustee shall provide the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, and the Servicer shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such claim for damages. (c) If any principal or accrued interest on the Notes remains unpaid upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) Applicable Payment Date for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law Applicable Law and the procedures of any applicable the Clearing Agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Trust Accounts and all amounts on deposit therein. (cd) When the applicable distribution date Applicable Payment Date is determined, the Indenture Trustee Servicer shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Payment Date, which interest (unless such Applicable Payment Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Payment Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) 30. The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes and the Aggregate Note Amount not later than the Business Day following the day on which the Applicable Payment Date is determined. (de) If the applicable distribution date Applicable Payment Date is a special distribution payment date, the Indenture Trustee shall (i) declare such special distribution payment date (the record date for which shall be the close of business on the day immediately preceding such special distribution payment date), (ii) declare a special distribution to Noteholders consisting of unpaid interest on each Note and the outstanding principal balance of each Note and (iii) deliver notice to the Noteholders and the Servicer (which shall deliver such notice to the Owner Trustee Trustee) of such special distribution payment date and the amount to be distributed on such datespecial distribution. (ef) Following payment by the FDIC of any damages as provided described in paragraph Section 12.05(a), (d)(4)(iii) such damages shall be deposited, first, into the Principal Distribution Account (in an amount equal to the lesser of the FDIC Rule, (A) the Indenture Trustee shall cause Aggregate Note Amount and (B) the amount of such damages) and, second, into the Certificate Distribution Account under the Trust Agreement (in the amount of such damages, if any, remaining after making the deposit described in clause first); (ii) the Servicer shall promptly, and no later than one Business Day after such damages have been paid by the FDIC, (A) compute the amount, if any, required to be withdrawn from available funds in the Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Distribution Account so that the amount on deposit in the Principal Distribution Account shall equal the Aggregate Note Amount, if any and (B) promptly inform the Indenture Trustee and Owner Trustee of such computations; and (iii) on the Applicable Payment Date, the Indenture Trustee, at the written direction of the Servicer, shall, based on the computations in Section 12.05(e), first, withdraw from monies on deposit in the Reserve Account and, if necessary, monies on deposit in the Collection Account the amount so computed and cause such amount to be deposited into the Principal Distribution Account and second, cause all amounts deposited in the Note Principal Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated Account pursuant to this Section 5.02, such damages shall to be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date applied in accordance with the following order of priority: (i) firstSection 2.07, to the Holders extent of the Notes, ratably, interest on the Notes in amounts available for application pursuant thereto (but distributing to each class the amount of interest computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay , rather than the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied specified in Section 2.07). (g) As promptly as practicable after giving effect to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) seconddistributions in Section 12.05(f), to the Holders of the applicable Notes any funds remaining in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Distribution Account, the amountCertificate Distribution Account, the Collection Account and the Reserve Account shall be distributed on the earlier of (i) the date, if any, necessary to cause the amount on deposit specified in the Reserve Account to equal Trust Agreement and (ii) the Specified Reserve Account Balance following Payment Date (calculated as or on such applicable distribution date, if such distribution date it is a Payment Date); and (iv) fourth, any remaining amountssuch distributions to be made in accordance with the applicable provisions of the Basic Documents, with the Servicer to adjust the Certificate Distribution Account, for distribution amounts of such distributions to take into account the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following amounts distributed on the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages in cash as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series [•] Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series [•] Noteholders consisting of unpaid interest on each Series [•] Note and the outstanding principal balance of each Series [•] Note and (iii) deliver notice to the Series [•] Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied to deposited into the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of NotesPrincipal Funding Account; (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable: (a) In the event that the sponsor Mechanics Bank becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, exercises its right Mechanics Bank provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon Following delivery of the notice specified in Section 12.05(a): (i) at the direction of the Holders of at least 25% of the Note Balance of the Controlling Class, the Indenture Trustee shall request and the Servicer shall compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such amounts; and (ii) at the direction of the Certificateholders pursuant to the Trust Agreement, the Owner Trustee shall provide the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, and the Servicer shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such claim for damages. (c) If any principal or accrued interest on the Notes remains unpaid upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) Applicable Payment Date for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law Applicable Law and the procedures of any applicable the Clearing Agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Trust Accounts and all amounts on deposit therein. (cd) When the applicable distribution date Applicable Payment Date is determined, the Indenture Trustee Servicer shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Payment Date, which interest (unless such Applicable Payment Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Payment Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) 30. The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes and the Aggregate Note Amount not later than the Business Day following the day on which the Applicable Payment Date is determined. (de) If the applicable distribution date Applicable Payment Date is a special distribution payment date, the Indenture Trustee shall (i) declare such special distribution payment date (the record date for which shall be the close of business on the day immediately preceding such special distribution payment date), (ii) declare a special distribution to Noteholders consisting of unpaid interest on each Note and the outstanding principal balance of each Note and (iii) deliver notice to the Noteholders and the Servicer (which shall deliver such notice to the Owner Trustee Trustee) of such special distribution payment date and the amount to be distributed on such datespecial distribution. (ef) Following payment by the FDIC of any damages as provided described in paragraph Section 12.05(a), (d)(4)(iii) such damages shall be deposited, first, into the Principal Distribution Account (in an amount equal to the lesser of the FDIC Rule, (A) the Indenture Trustee shall cause Aggregate Note Amount and (B) the amount of such damages) and, second, into the Certificate Distribution Account under the Trust Agreement (in the amount of such damages, if any, remaining after making the deposit described in clause first); (ii) the Servicer shall promptly, and no later than one Business Day after such damages have been paid by the FDIC, (A) compute the amount, if any, required to be withdrawn from available funds in the Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Distribution Account so that the amount on deposit in the Principal Distribution Account shall equal the Aggregate Note Amount, if any and (B) promptly inform the Indenture Trustee and Owner Trustee of such computations; and (iii) on the Applicable Payment Date, the Indenture Trustee, at the written direction of the Servicer, shall, based solely on the computations delivered to it under Section 12.05(d), first, withdraw from monies on deposit in the Reserve Account and, if necessary, monies on deposit in the Collection Account the amount so computed and cause such amount to be deposited into the Principal Distribution Account and second, cause all amounts deposited in the Note Principal Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated Account pursuant to this Section 5.02, such damages shall to be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date applied in accordance with the following order of priority: (i) firstSection 2.07, to the Holders extent of the Notes, ratably, interest on the Notes in amounts available for application pursuant thereto (but distributing to each class the amount of interest computed by the Servicer pursuant to Section 12.05(c12.05(d); provided that if there are not sufficient funds available to pay , rather than the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied specified in Section 2.07). (g) As promptly as practicable after giving effect to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) seconddistributions in Section 12.05(f), to the Holders of the applicable Notes any funds remaining in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Distribution Account, the amountCertificate Distribution Account, the Collection Account and the Reserve Account shall be distributed on the earlier of (i) the date, if any, necessary to cause the amount on deposit specified in the Reserve Account to equal Trust Agreement and (ii) the Specified Reserve Account Balance following Payment Date (calculated as or on such applicable distribution date, if such distribution date it is a Payment Date); and (iv) fourth, any remaining amountssuch distributions to be made in accordance with the applicable provisions of the Basic Documents, with the Servicer to adjust the Certificate Distribution Account, for distribution amounts of such distributions to take into account the Certificateholders. (f) Notwithstanding anything in this Indenture or amounts distributed on the other Basic Documents to the contrary, if any applicable distribution date is not a Applicable Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable: (a) In the event that the sponsor CRB becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, exercises its right CRB provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon Following delivery of the notice specified in Section 12.05(a): (i) at the direction of the Holders of at least 25% of the Note Balance of the Outstanding Notes of the Controlling Class, the Indenture Trustee shall request and the Servicer shall compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such amounts; and (ii) at the direction of the Certificateholders pursuant to the Trust Agreement, the Owner Trustee shall provide the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, and the Servicer shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such claim for damages. (c) If any principal or accrued interest on the Notes remains unpaid upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) Applicable Payment Date for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law Applicable Law and the procedures of any applicable Clearing Agencythe Depository. The Indenture Trustee is authorized and instructed to retain possession and control of the Trust Accounts and all amounts on deposit therein. (cd) When the applicable distribution date Applicable Payment Date is determined, the Indenture Trustee Servicer shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Payment Date, which interest (unless such Applicable Payment Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Payment Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages in cash as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series 2015-2 Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series 2015-2 Noteholders consisting of unpaid interest on each Series 2015-2 Note and the outstanding principal balance of each Series 2015-2 Note and (iii) deliver notice to the Series 2015-2 Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied to deposited into the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of NotesPrincipal Funding Account; (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for the sponsor, exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (or, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made, the Indenture Trustee shall determine the date (the “applicable distribution date”) for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Clearing Agency. (c) When the applicable distribution date is determined, the Indenture Trustee shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution date, which interest shall be the amount accruing up to the applicable distribution date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance Required Amount (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable: (a) In the event that the sponsor CRB becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, exercises its right CRB provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon Following delivery of the notice specified in Section 12.05(a): (i) at the direction of the Holders of at least 25% of the Note Balance of the Outstanding Notes of the Controlling Class, the Indenture Trustee shall request and the Servicer shall compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such amounts; and (ii) at the direction of the Certificateholders pursuant to the Trust Agreement, the Owner Trustee shall provide the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, and the Servicer shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such claim for damages. (c) If any principal or accrued interest on the Notes remains unpaid upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) Applicable Payment Date for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law Applicable Law and the procedures of any applicable Clearing Agencythe Depository. The Indenture Trustee is authorized and instructed to retain possession and control of the Trust Accounts and all amounts on deposit therein. (cd) When the applicable distribution date Applicable Payment Date is determined, the Indenture Trustee Servicer shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Payment Date, which interest (unless such Applicable Payment Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Payment Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series 2012-2 Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series 2012-2 Noteholders consisting of unpaid interest on each Series 2012-2 Note and the outstanding principal balance of each Series 2012-2 Note and (iii) deliver notice to the Series 2012-2 Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied to deposited into the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of NotesPrincipal Funding Account; (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Back to Contents Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable: (a) In the event that the sponsor CRB becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, exercises its right CRB provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon Following delivery of the notice specified in Section 12.05(a): (i) at the direction of the Holders of at least 25% of the Note Balance of the Outstanding Notes of the Controlling Class, the Indenture Trustee shall request and the Servicer shall compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such amounts; and (ii) at the direction of the Certificateholders pursuant to the Trust Agreement, the Owner Trustee shall provide the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, and the Servicer shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such claim for damages. (c) If any principal or accrued interest on the Notes remains unpaid upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) Applicable Payment Date for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law Applicable Law and the procedures of any applicable Clearing Agencythe Depository. The Indenture Trustee is authorized and instructed to retain possession and control of the Trust Accounts and all amounts on deposit therein. (cd) When the applicable distribution date Applicable Payment Date is determined, the Indenture Trustee Servicer shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Payment Date, which interest shall be the amount accruing up to the applicable distribution date and which (unless such applicable distribution date Applicable Payment Date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.the

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series 2013-1 Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series 2013-1 Noteholders consisting of unpaid interest on each Series 2013-1 Note and the outstanding principal balance of each Series 2013-1 Note and (iii) deliver notice to the Series 2013-1 Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied to deposited into the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of NotesPrincipal Funding Account; (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Back to Contents Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages in cash as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series [__]-[__] Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series [__]-[__] Noteholders consisting of unpaid interest on each Series [__]-[__] Note and the outstanding principal balance of each Series [__]-[__] Note and (iii) deliver notice to the Series [__]-[__] Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied to deposited into the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of NotesPrincipal Funding Account; (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. Without such actions constituting an acknowledgement or agreement by any investor or any other party to the Basic Documents that the provisions of paragraph (d)(4) of the FDIC Rule are applicable: (a) In the event that the sponsor CRB becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, exercises its right CRB provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon Following delivery of the notice specified in Section 12.05(a): (i) at the direction of the Holders of at least 25% of the Note Balance of the Outstanding Notes of the Controlling Class, the Indenture Trustee shall request and the Servicer shall compute the damages due to the Holders of each Class of Notes pursuant to paragraph (d)(4)(ii) of the FDIC Rule and shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such amounts; and (ii) at the direction of the Certificateholders pursuant to the Trust Agreement, the Owner Trustee shall provide the Servicer with written instructions setting forth the amount of damages claimed by the Certificateholders pursuant to paragraph (d)(4)(ii) of the FDIC Rule, and the Servicer shall notify the Indenture Trustee, the Owner Trustee and the FDIC of such claim for damages. (c) If any principal or accrued interest on the Notes remains unpaid upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made), the Indenture Trustee shall thereupon determine the date (the “applicable distribution date”) Applicable Payment Date for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law Applicable Law and the procedures of any applicable Clearing Agencythe Depository. The Indenture Trustee is authorized and instructed to retain possession and control of the Trust Accounts and all amounts on deposit therein. (cd) When the applicable distribution date Applicable Payment Date is determined, the Indenture Trustee Servicer shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Payment Date, which interest (unless such Applicable Payment Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Payment Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.of

Actions Upon Repudiation. (a) In the event that the sponsor becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for the sponsor, exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (or, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made, the Indenture Trustee shall determine the date (the “"applicable distribution date”") for making a distribution to Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Clearing Agency. (c) When the applicable distribution date is determined, the Indenture Trustee shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution date, which interest shall be the amount accruing up to the applicable distribution date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30. (d) If the applicable distribution date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to Noteholders and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such date. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer Indenture Trustee pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv8.02(e), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance Required Amount (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “"preceding Payment Date” " shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “"preceding Payment Date” " shall be deemed to refer to such applicable distribution date and the phrase “"prior Payment Dates” " shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series 2014-1 Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series 2014-1 Noteholders consisting of unpaid interest on each Series 2014-1 Note and the outstanding principal balance of each Series 2014-1 Note and (iii) deliver notice to the Series 2014-1 Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied to deposited into the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of NotesPrincipal Funding Account; (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series [•] Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series [•] Noteholders consisting of unpaid interest on each Series [•] Note and the outstanding principal balance of each Series [•] Note and (iii) deliver notice to the Series [•] Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied to deposited into the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of NotesPrincipal Funding Account; (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor WFBNA becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, WFBNA exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer Issuer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer Issuer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be madesubsection 15.03(a), the Indenture Trustee shall determine the date (the “applicable distribution payment date”) for making a distribution to Noteholders andof the related Series, if applicable, Certificateholders Class or Tranche of Notes of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Clearing AgencyDepository. (c) When the applicable distribution payment date is determined, the Indenture Trustee Issuer shall cause the Servicer to promptly compute the amount of interest to be paid on each the related Series, Class or Tranche of Notes on the applicable distribution date, which interest shall be the amount accruing up payment date pursuant to the applicable distribution date Indenture Supplement. The Issuer shall cause the Servicer to notify the Paying Agent and the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Series of Notes not later than the Business Day following the day on which (unless such the applicable distribution payment date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30determined. (d) If the applicable distribution payment date is a special distribution payment date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution payment date), (ii) declare a special distribution to the related Noteholders consisting of accrued and unpaid interest on each such Note and the Outstanding Dollar Principal Amount of each such Note and (iii) deliver notice to the Noteholders Paying Agent and the Owner Trustee Noteholders of such special distribution payment date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor WFBNA becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, WFBNA exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer Issuer shall ascertain determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer Issuer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be madesubsection 15.03(a), the Indenture Trustee shall determine the date (the “applicable distribution payment date”) for making a distribution to Noteholders andof the related Series, if applicable, Certificateholders Class or Tranche of Notes of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution payment date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Clearing AgencyDepository. (c) When the applicable distribution payment date is determined, the Indenture Trustee Issuer shall cause the Servicer to promptly compute the amount of interest to be paid on each the related Series, Class or Tranche of Notes on the applicable distribution date, which interest shall be the amount accruing up payment date pursuant to the applicable distribution date Indenture Supplement. The Issuer shall cause the Servicer to notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Series of Notes not later than the Business Day following the day on which (unless such the applicable distribution payment date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the preceding Payment Date to such applicable distribution date divided by (y) 30determined. (d) If the applicable distribution payment date is a special distribution payment date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution payment date), (ii) declare a special distribution to the related Noteholders consisting of accrued and unpaid interest on each such Note and the Outstanding Dollar Principal Amount of each such Note and (iii) deliver notice to the Noteholders and the Owner Trustee of such special distribution payment date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of priority: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes; (ii) second, to the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv), in an amount equal to the FDIC Principal Amount for such distribution date; (iii) third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date is a Payment Date); and (iv) fourth, any remaining amounts, to the Certificate Distribution Account, for distribution to the Certificateholders. (f) Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, if any applicable distribution date is not a Payment Date, for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which the Servicer was not servicing any related Receivables on behalf of the Issuer, and (iii) interest payable on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.

Actions Upon Repudiation. (a) In the event that the sponsor BBD becomes the subject of an insolvency proceeding and the FDIC, FDIC as receiver or conservator for the sponsor, BBD exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall ascertain determine whether the FDIC in such capacity will pay damages in cash as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter (orthereafter, if the Servicer fails to act, the Noteholders representing not less than a majority of the Outstanding Amount of the Notes or the Certificateholders representing a majority of the Certificate Percentage Interests may), so notify the Indenture Trustee and the Owner Trustee. (b) Upon receipt of the notice specified in Section 12.05(a) indicating that a payment will be made9.01(a), the Indenture Trustee shall determine the date (the “applicable distribution dateApplicable Distribution Date”) for making a distribution to the Series [__]-[__] Noteholders and, if applicable, Certificateholders of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of this the Indenture, applicable law and the procedures of any applicable Clearing Agencyclearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein. (c) When the applicable distribution date Applicable Distribution Date is determined, the Indenture Trustee Servicer, shall cause the Servicer to promptly compute the amount of interest to be paid on each Class of Notes on the applicable distribution dateApplicable Distribution Date, which interest (unless such Applicable Distribution Date is a Payment Date) shall be the amount accruing up to the applicable distribution date Applicable Distribution Date and which (unless such applicable distribution date is a Payment Date) shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date following the applicable distribution date on the basis of (xi) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from and including the such preceding Payment Date to such applicable distribution date divided by (yii) thirty (30). The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined. (d) If the applicable distribution date Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series [__]-[__] Noteholders consisting of unpaid interest on each Series [__]-[__] Note and the outstanding principal balance of each Series [__]-[__] Note and (iii) deliver notice to the Series [__]-[__] Noteholders and the Owner Trustee of such special distribution date and the amount to be distributed on such datespecial distribution. (e) Following payment by the FDIC of damages as provided in paragraph (d)(4)(ii) of the FDIC Rule, the Indenture Trustee shall cause the amount of such damages to be deposited in the Note Distribution Account. If, as of the applicable distribution date, (x) the maturity of the Notes has been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in the order and priority set forth in clauses THIRD, FOURTH and FIFTH of Section 5.04(b)(i) or (y) the maturity of the Notes has not been accelerated pursuant to Section 5.02, such damages shall be distributed on such distribution date in accordance with the following order of prioritydamages: (i) first, to the Holders of the Notes, ratably, interest on the Notes in the amount computed by the Servicer pursuant to Section 12.05(c); provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available Such damages shall be applied deposited into the Principal Funding Account; Back to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each Class of Notes;Contents (ii) secondThe Servicer shall promptly, to and no later than one Business Day after such damages have been paid by the Holders of the applicable Notes in the order and priority set forth in Section 8.02(e)(i)-(iv)FDIC, in an amount equal to the FDIC Principal Amount for such distribution date; (iiiA) third, to the Reserve Account, compute the amount, if any, necessary required to cause be withdrawn from available funds in the Accumulation Reserve Account (and, if necessary, the Collection Account) and transferred to the Principal Funding Account so that the amount on deposit in the Reserve Principal Funding Account to shall equal the Specified Reserve Account Balance aggregate amount to be distributed as specified in Section 9.01(c), and (calculated as if B) promptly inform the Indenture Trustee of such distribution date is a Payment Date)computation; and (iviii) fourthOn the Applicable Distribution Date, any remaining amountsthe Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Certificate Distribution AccountPrincipal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for distribution application pursuant to clause (b) of Section 7.06 of the CertificateholdersIndenture shall be allocated and paid as provided in Section 4.14(e). (f) Notwithstanding anything Any funds remaining in this Indenture the Collection Account and the Accumulation Reserve Account shall be distributed on the following Payment Date (or the other Basic Documents to the contraryon such Applicable Distribution Date, if any applicable distribution date it is not a Payment Date), for purposes of calculating (i) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for the Payment Date immediately following such distributions to be made in accordance with the applicable distribution dateprovisions of the Transaction Documents, the phrase “preceding Payment Date” shall be deemed to refer to such applicable distribution date, (ii) the Servicing Fee for the Payment Date immediately following the applicable distribution date, such fee shall be adjusted, as applicable, for any period of time in the related Collection Period in respect of which with the Servicer was not servicing any related Receivables on behalf to adjust the amounts of such distributions in its records to take into account the Issuer, and (iii) interest payable amounts distributed on the Notes pursuant to Section 5.06(b) of the Sale and Servicing Agreement for the Payment Date immediately following the applicable distribution date, the phrase “preceding Payment Applicable Distribution Date” shall be deemed to refer to such applicable distribution date and the phrase “prior Payment Dates” shall be deemed to include such applicable distribution date.