Common use of Application of Funds in Certificate Distribution Account Clause in Contracts

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On Not later than 12:00 noon, New York City time, on each Distribution Payment Date, the Owner Trustee will cause or the Paying Agent toon behalf of the Owner Trustee will, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DatePayment Date in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Payment Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Each of the Owner Trustee and the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding tax is payable with respect taxes from any amounts allocable or distributed to a distribution (such as a distribution to a non-US Certificateholder), United States Certificateholders at a rate of 35% for non-United States Certificateholders that are classified as corporations for United States federal income tax purposes and at the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c)highest individual income tax rate for all other non-United States Certificateholders. In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On Not later than 12:00 noon, New York City time, on each Distribution Date, the Owner Trustee will cause or the Paying Agent toon behalf of the Owner Trustee will, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Each of the Owner Trustee and the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to nonUnited States Certificateholders at a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a rate of 35% for non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c)United States Certificateholders that are classified as corporations for United States federal income tax purposes and at a rate of 39.6% for all other non-United States Certificateholders. In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Payment Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Monthly Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 2.10 of the Sale Servicing Agreement and Servicing AgreementSection 5.05(c) of the Indenture, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent as of the funds available, related Record Date all amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution DatePayment Date based upon each Certificateholder's Certificate Percentage Interest. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s Owner Trustee's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Owner Trustee (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Owner Trustee and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (cb). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On Not later than 12:00 noon, New York City time, on each Distribution Payment Date, the Owner Trustee will cause or the Paying Agent toon behalf of the Owner Trustee will, based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Payment Date in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders’ Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders’ Principal Distribution DateAmount. (b) On each Distribution Payment Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.9 of the Sale and Servicing Agreement on such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the TrustIssuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Each of the Owner Trustee and the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding tax is payable with respect taxes from any amounts allocable or distributed to a distribution (such as a distribution to a non-US Certificateholder), United States Certificateholders at a rate of 35% for non-United States Certificateholders that are classified as corporations for United States federal income tax purposes and at the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c)highest individual income tax rate for all other non-United States Certificateholders. In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Master Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Master Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Remittance Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 7.07 of the Sale and Servicing Agreement, distribute to Certificateholders, pro rata to Certificateholders rata, based on their Percentage InterestsOwnership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 7.05 of the Sale and Servicing Agreement on such Distribution Remittance Date. (b) On each Distribution Remittance Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 7.07 of the Sale and Servicing Agreement on such Distribution Remittance Date. (c) In the event that If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee Paying Agent may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under Section 12.01 of the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On Not later than 12:00 noon, New York City time, on each Distribution Payment Date, the Owner Trustee will cause or the Paying Agent toon behalf of the Owner Trustee will, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DatePayment Date in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Payment Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Each of the Owner Trustee and the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding tax is payable with respect taxes from any amounts allocable or distributed to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c)United States Certificateholders at a rate of 35% for non-United States Certificateholders that are classified as corporations for United States federal income tax purposes and at a rate of 39.6% for all other non-United States Certificateholders. In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Master Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 ____ of the Sale and Master Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section ____ of the Sale and Master Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Master Servicer pursuant to Section 5.8 ____ of the Sale and Master Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under Section 10.1(b) of the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent to, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a5.6(b) of the Sale and Servicing Agreement on such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent to, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a5.6(b) and 9.1 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, from the amounts deposited in the Certificate Distribution Account pursuant to Section 5.6(b)(v) or Section 9.1(b)(v) of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, from the amounts deposited in the Certificate Distribution Account pursuant to Section 5.6(b)(vi) or Section 9.1(b)(iv) of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On the Distribution Date following the date on which amounts received in respect of the Seller's or the Servicer's exercise of its option to purchase the corpus of the Trust pursuant to Section 9.1(a) of the Sale and Servicing Agreement are deposited in the Certificate Distribution Account, the Owner Trustee will distribute such amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (c) On the Distribution Date on which Insolvency Proceeds are deposited in the Certificate Distribution Account pursuant to Section 9.1(b) of the Sale and Servicing Agreement (or on the Distribution Date immediately following such deposit if such proceeds are not deposited in the Certificate Distribution Account on a Distribution Date), the Owner Trustee will distribute the Insolvency Proceeds so deposited in the Certificate Distribution Account taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (d) On the Distribution Date following the date on which the Trustee makes payments of money or property in respect of liquidation of the Trust Property pursuant to Section 5.6 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Owner Trustee will distribute such funds taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal; and (e) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (cf) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (cf). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with . (g) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section 5.2(c) by performance of its duties under 5.2 shall be distributed to the Sale and Servicing AgreementGeneral Partner.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause Date the Paying Agent towill, based on the information contained in the Servicer’s Certificate Monthly Report delivered on the related Determination Distribution Date pursuant to Section 4.9 5.14 of the Sale and Servicing Agreement, distribute to Certificateholders, on a pro rata to Certificateholders based on their Percentage Interests, basis to the extent of the funds available, amounts and deposited in the Certificate Distribution Account pursuant to Sections 5.6(aSection 6.04(a)(xiii) of the Sale and Servicing Agreement Agreement: (b) On the Distribution Date following the date on which amounts received in respect of the Class C Certificateholder's exercise of its option to purchase the corpus of the Trust pursuant to Section 8.01 of the Sale and Servicing Agreement, or pursuant to the auction of the Contracts as described in Section 10.04 of the Indenture, are deposited in the Certificate Distribution Account, the Paying Agent will distribute such Distribution Dateamounts to Certificateholders in the manner described in Section 5.2(a). (bc) On the Distribution Date on which proceeds are deposited in the Certificate Distribution Account pursuant to Section 8.02 of the Sale and Servicing Agreement (or on the Distribution Date immediately following such deposit if such proceeds are not deposited in the Certificate Distribution Account on a Distribution Date), the Paying Agent will distribute the proceeds so deposited in the Certificate Distribution Account to Certificateholders in the manner described in Section 5.2(a). (d) On the Distribution Date following the date on which the Indenture Trustee makes payments of money or property in respect of liquidation of the Trust Property pursuant to Section 5.06 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Paying Agent will distribute such funds to Certificateholders in the manner described in Section 5.2(a). (e) On each Distribution Date, the Owner Trustee shall send or cause the Paying Agent to send be sent to each Certificateholder the statement provided required pursuant to Section 6.05 of the Sale and Servicing Agreement. (f) To the extent required by the Internal Revenue Code, and applicable federal regulations promulgated thereunder, as the same may be amended from time to time (collectively, the "Code"), the Paying Agent shall withhold from each payment due hereunder or under any Certificate, United States withholding taxes at the appropriate rate, and, on a timely basis, to deposit such amounts with an authorized depository and make such returns, filings and other reports in connection therewith as are required of it under the Code. Any Certificateholder which is eligible for an exemption from or reduction of withholding of United States federal income taxes shall, from time to time, provide to the Owner Trustee and the Paying Agent by in a timely manner all appropriate and properly completed forms indicating such eligibility, as may be necessary to permit the Servicer pursuant Paying Agent not to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain withhold taxes from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed payments due to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In connection with the event that a Holder wishes to apply for a refund of any such withholding taxforegoing, the Owner Trustee shall reasonably cooperate with promptly furnish or cause to be furnished to each Certificateholder in a timely fashion such U.S. Treasury forms as are required by the Code to be furnished to such Certificateholder in making indicating payment of any taxes withheld from any payments by the Paying Agent to such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurredCertificateholder. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.Owner

Application of Funds in Certificate Distribution Account. (a) On Not later than 12:00 noon, New York City time, on each Distribution Date, the Owner Trustee will cause or the Paying Agent toon behalf of the Owner Trustee will, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders (including the General Partner), on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders (including the General Partner), on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that The Owner Trustee intends to withhold United States withholding tax is payable with respect taxes from any amounts allocable or distributed to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c)United States Certificateholders at a rate of 35% for non-United States Certificateholders that are classified as corporations for United States federal income tax purposes and at a rate of 39.6% for all other non-United States Certificateholders. In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsInterest, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a5.6(b) of the Sale and Servicing Agreement on such Distribution Date. Notwithstanding any other provision hereof, the Certificateholders hereby authorize the Trustee on their behalf to remit all amounts payable to the Certificate Distribution Account pursuant to Section 5.6(b)(vi) of the Sale and Servicing Agreement to the [Insurer's Agent] for deposit in the Spread Account up to the amount necessary to cause the Collateral Amount to equal the Specified Spread Account Requirement and then to the [Payment Provider] for payment of the [Required Amount] on the previous Distribution Date and to the extent any funds remain, to the Certificateholders. (Capitalized terms in this Section not defined in this Agreement shall have the meaning as set forth in the Spread Account and Payment Agreement). (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent as of the funds available, related Record Date all amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution Date.Date based upon each Certificateholder's Certificate Percentage Interest: (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent as of the funds availablerelated Record Date, all amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution DateDate based upon each Certificateholder’s Certificate Percentage Interest. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, Date the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 3.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) 4.6, 4.7, and 5.3 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, from the amounts deposited in the Certificate Distribution Account pursuant to Section 4.6 or Section 5.3 of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; (ii) second, from the amounts deposited in the Certificate Distribution Account pursuant to Section 4.6 or Section 5.3 of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iii) third, from the amounts, if any, deposited in the Certificate Distribution Account pursuant to Section 4.7(b) of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificate Prepayment Amount; and from amounts, if any, deposited in the Certificate Distribution Account pursuant to Section 4.7(c) of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificate Prepayment Premium. (b) On the Distribution Date following the date on which amounts received in respect of the Seller's or the Servicer's exercise of its option to purchase the corpus of the Trust pursuant to Section 9.1(a) of the Sale and Servicing Agreement are deposited in the Certificate Distribution Account, the Owner Trustee will distribute such amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (c) On the Distribution Date on which Insolvency Proceeds are deposited in the Certificate Distribution Account pursuant to Section 9.1(b) of the Sale and Servicing Agreement (or on the Distribution Date immediately following such deposit if such proceeds are not deposited in the Certificate Distribution Account on a Distribution Date), the Owner Trustee will distribute the Insolvency Proceeds so deposited in the Certificate Distribution Account taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (d) On the Distribution Date following the date on which the Indenture Trustee makes payments of money or property in respect of liquidation of the Trust Property pursuant to Section 5.06 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Owner Trustee will distribute such funds taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal; and (e) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer required pursuant to Section 5.8 4.9 of the Sale and Servicing Agreement on such Distribution DateAgreement. (cf) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US CertificateholderU.S. Owner), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause paragraph (cf). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder Owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with . (g) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section 5.2(c) by performance of its duties under 5.2 shall be distributed to the Sale and Servicing AgreementGeneral Partners equally.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Payment Date, the Owner Trustee will, or will cause the Certificate Paying Agent to, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent as of the funds available, related Record Date all amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution Date.Payment Date based upon each Certificateholder's Certificate Percentage Interest; (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s Owner Trustee's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Owner Trustee and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (cb). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On Not later than 12:00 noon, New York City time, on each Distribution Date, the Owner Trustee will cause or the Paying Agent toon behalf of the Owner Trustee will, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) 5.5 and 5.6 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Each of the Owner Trustee and the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to nonUnited States Certificateholders at a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a rate of 35% for non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c)United States Certificateholders that are classified as corporations for United States federal income tax purposes and at a rate of 39.6% for all other non-United States Certificateholders. In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On Not later than 12:00 noon, New York City time, on each Distribution Date, the Owner Trustee will cause or the Paying Agent toon behalf of the Owner Trustee will, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 5.5 of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Each of the Owner Trustee and the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding tax is payable with respect taxes from any amounts allocable or distributed to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c)United States Certificateholders at a rate of 35% for non-United States Certificateholders that are classified as corporations for United States federal income tax purposes and at a rate of 39.6% for all other non-United States Certificateholders. In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Payment Date, the Owner Trustee will cause the Paying Agent to, based shall distribute or cause to be distributed all amounts on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited deposit in the Certificate Distribution Account pursuant to Sections 5.6(a) Certificateholders in respect of the Sale Certificates to the extent of amounts due and Servicing Agreement unpaid on the Certificates for principal and interest in the following amounts and in the following order of priority: (a) to the Holders of the Certificates, the Certificateholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Certificate Distribution Account to pay the entire amount of the Certificateholders' Interest Distributable Amount, the amount in the Certificate Distribution Account shall be applied to the payment of such Distribution Date.interest on the Certificates pro rata on the basis of the amount of accrued and unpaid interest due on the Certificates; (b) to the Holders of the Certificates, the Certificateholders' Principal Distributable Amount and the Certificate Prepayment Amount until the outstanding principal balance of the Certificates is reduced to zero. (c) On each Distribution Payment Date, the Owner Trustee shall send or cause the Paying Agent to send be sent to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.11 of the Sale and Servicing Agreement on such Distribution Payment Date. (cd) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee Paying Agent is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee Paying Agent may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with . (e) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section 5.2(cand after payment of all amounts owed to the Owner Trustee hereunder, shall be distributed to the Seller. (f) Distributions required to be made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the preceding Record Date either by performance wire transfer, in immediately available funds, to the account of its duties such Holder at a bank or other entity having appropriate facilities therefor, if (i) such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's certificates in the aggregate evidence a denomination of not less than $1,000,000 or (ii) such Certificateholder is the Seller, or an Affiliate thereof, or, if not, by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register. Notwithstanding the foregoing, the final distribution in respect of any Certificate (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Certificate at the office or agency maintained for that purpose by the Certificate Registrar pursuant to Section 3.8. (g) Subject to Section 5.1 and this Section, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Sale and Servicing AgreementOwner Trustee shall not be liable for any interest thereon.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 3.9 of the Sale and Servicing Agreement, distribute to Certificateholders, on a pro rata to Certificateholders based on their Percentage Interests, basis to the extent of the funds available, amounts and deposited in the Certificate Distribution Account pursuant to Sections 5.6(athe Sale and Servicing Agreement. (b) On the Distribution Date following the date on which amounts received in respect of the Servicer's exercise of its option to purchase the corpus of the Trust pursuant to Section 9.1(a) of the Sale and Servicing Agreement on are deposited in the Certificate Distribution Account, the Paying Agent will distribute such Distribution Dateamounts to Certificateholders in the manner described in Section 5.2(a). (bc) On the Distribution Date following the date on which the Indenture Trustee makes payments of money or property in respect of liquidation of the Trust Property pursuant to Section 5.06 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Paying Agent will distribute such funds to Certificateholders in the manner described in Section 5.2(a). (d) On each Distribution Date, the Owner Trustee shall send or cause the Paying Agent to send be sent to each Certificateholder the statement provided required pursuant to Section 4.8 of the Sale and Servicing Agreement. (e) To the extent required by the Code, the Servicer shall notify the Paying Agent of the amount, if any, to be withheld, and the Paying Agent shall withhold from each payment due hereunder or under any Certificate, United States withholding taxes at the appropriate rate, and, on a timely basis, to deposit such amounts with an authorized depository and make such returns, filings and other reports in connection therewith as are required of it under the Code. Any Certificateholder which is eligible for an exemption from or reduction of withholding of United States federal income taxes shall, from time to time, provide to the Servicer, the Owner Trustee and the Paying Agent by in a timely manner all appropriate and properly completed forms indicating such eligibility, as may be necessary to permit the Servicer pursuant Paying Agent not to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain withhold taxes from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed payments due to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In connection with the event that a Holder wishes to apply for a refund of any such withholding taxforegoing, upon request, the Owner Trustee shall reasonably cooperate with promptly furnish or cause to be furnished to each Certificateholder in a timely fashion such U.S. Treasury forms as are required by the Code to be furnished to such Certificateholder indicating payment of any taxes withheld from any payments by the Paying Agent to such Certificateholder. The Owner Trustee and the Paying Agent shall be fully protected in making such claim so long as such relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to reimburse indemnify and hold the Owner Trustee for Trustee, the Paying Agent and the Servicer harmless against all claims or liability of any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance kind arising in connection with this Section 5.2(c) or related to the Owner Trustee's or the Paying Agent's reliance upon any documents, forms or information provided by performance of its duties under any Certificateholder to the Sale and Servicing Agreement.Owner Trustee, the

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts TRUST AGREEMENT deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Payment Date, the Owner Trustee will cause the Paying Agent to, based shall distribute or cause to be distributed all amounts on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited deposit in the Certificate Distribution Account pursuant to Sections 5.6(a) Certificateholders in respect of the Sale Certificates to the extent of amounts due and Servicing Agreement unpaid on the Certificates for principal and interest in the following amounts and in the following order of priority: (a) to the Holders of the Certificates, the Certificateholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Certificate Distribution Account to pay the entire amount of the Certificateholders' Interest Distributable Amount, the amount in the Certificate Distribution Account shall be applied to the payment of such Distribution Date.interest on the Certificates pro rata on the basis of the amount of accrued and unpaid interest due on the Certificates; (b) to the Holders of the Certificates, the Certificateholders' Principal Distributable Amount until the outstanding principal balance of the Certificates is reduced to zero. (c) On each Distribution Payment Date, the Owner Trustee shall send or cause the Paying Agent to send be sent to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.11 of the Sale and Servicing Agreement on such Distribution Payment Date. (cd) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee Paying Agent is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee Paying Agent may in it its sole discretion withhold such amounts in accordance with this clause (cd). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with . (e) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section 5.2(cand after payment of all amounts owed to the Owner Trustee hereunder, shall be distributed to the Seller. (f) Distributions required to be made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the preceding Record Date either by performance wire transfer, in immediately available funds, to the account of its duties such Holder at a bank or other entity having appropriate facilities therefor, if (i) such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's certificates in the aggregate evidence a denomination of not less than $1,000,000 or (ii) such Certificateholder is the Seller, or an Affiliate thereof, or, if not, by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register. Notwithstanding the foregoing, the final distribution in respect of any Certificate (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Certificate at the office or agency maintained for that purpose by the Certificate Registrar pursuant to Section 3.8. (g) Subject to Section 5.1 and this Section, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Sale and Servicing AgreementOwner Trustee shall not be liable for any interest thereon.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Payment Date, the Owner Trustee will cause the Paying Agent to, based shall distribute or cause to be distributed all amounts on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited deposit in the Certificate Distribution Account pursuant to Sections 5.6(a) Certificateholders in respect of the Sale Certificates to the extent of amounts due and Servicing Agreement unpaid on the Certificates for principal and interest in the following amounts and in the following order of priority: (a) to the Holders of the Certificates, the Certificateholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Certificate Distribution Account to pay the entire amount of the Certificateholders' Interest Distributable Amount, the amount in the Certificate Distribution Account shall be applied to the payment of such Distribution Date.interest on the Certificates pro rata on the basis of the amount of accrued and unpaid interest due on the Certificates; (b) to the Holders of the Certificates, the Certificateholders' Principal Distributable Amount until the outstanding principal balance of the Certificates is reduced to zero. (c) On each Distribution Payment Date, the Owner Trustee shall send or cause the Paying Agent to send be sent to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.11 of the Sale and Servicing Agreement on such Distribution Payment Date. (cd) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee Paying Agent is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee Paying Agent may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with . (e) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section 5.2(cand after payment of all amounts owed to the Owner Trustee hereunder, shall be distributed to the Seller. (f) Distributions required to be made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the preceding Record Date either by performance wire transfer, in immediately available funds, to the account of its duties such Holder at a bank or other entity having appropriate facilities therefor, if (i) such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's certificates in the aggregate evidence a denomination of not less than $1,000,000 or (ii) such Certificateholder is the Seller, or an Affiliate thereof, or, if not, by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register. Notwithstanding the foregoing, the final distribution in respect of any Certificate (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Certificate at the office or agency maintained for that purpose by the Certificate Registrar pursuant to Section 3.8. (g) Subject to Section 5.1 and this Section, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Sale and Servicing AgreementOwner Trustee shall not be liable for any interest thereon.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsOwnership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a5.6(b) of the Sale and Servicing Agreement on such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and TRUST AGREEMENT withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Remittance Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s Trust Administrator's Certificate delivered on the related Determination Date pursuant to Section 4.9 7.10 of the Sale and Servicing Agreement, distribute to each Class of Certificateholders, and within each Class pro rata to Certificateholders rata, based on their the related Ownership Percentage Interestsof such Class, to the extent of the funds available, and in accordance with Section 7.08(d) of the Sale and Servicing Agreement, amounts deposited in the applicable sub-account of the Certificate Distribution Account pursuant to Sections 5.6(aSection 7.08(d) of the Sale and Servicing Agreement on such Distribution Remittance Date. (b) On each Distribution Remittance Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer Trust Administrator pursuant to Section 5.8 7.10 of the Sale and Servicing Agreement on such Distribution Remittance Date. (c) In the event that If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee Paying Agent may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under Section 12.01 of the Sale and Servicing Agreement. (d) Distributions to Certificateholders shall be subordinated to the creditors of the Trust, including the Noteholders.

Application of Funds in Certificate Distribution Account. (a) a. On each Distribution Payment Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section SECTION 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent as of the funds availablerelated Record Date, all amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) the Sale and Servicing Agreement on such Payment Date based upon each Certificateholder's Certificate Percentage Interest. b. On each Payment Date, the Paying Agent shall send, or cause to be sent, to each Certificateholder the statement provided to the Paying Agent pursuant to SECTION 5.6 of the Sale and Servicing Agreement on such Distribution Payment Date. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) c. In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee Paying Agent may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will, or will cause the Paying Agent to, based on the information contained in the Servicer’s Certificate 's Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the TRUST AGREEMENT Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will, or will cause the Certificate Paying Agent to, based on the information contained in the Servicer’s Certificate Report delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage Interests, to the extent Certificateholders, as of the funds availablerelated Record Date, all amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) of the Sale and Servicing Agreement on such Distribution DateDate based upon each Certificateholder’s Certificate Percentage Interest. (b) On each Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to send be sent, to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US United States Certificateholder), the Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsOwnership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a5.6(b) of the Sale and Servicing Agreement on such Distribution Date. Notwithstanding any other provision hereof, the Certificateholders hereby authorize the Trustee on their behalf to remit all amounts payable to the Certificate Distribution Account pursuant to Section 5.6(b)(vi) of the Sale and Servicing Agreement to the Insurer's Agent for deposit in the Spread Account up to the amount necessary to cause the Collateral Amount to equal the Specified Spread Account Requirement and then to the Payment Provider for payment of the Required Amount on the previous Distribution Date and to the extent any funds remain, to the Certificateholders. (Capitalized terms in this Section not defined in this Agreement shall have the meaning as set forth in the Spread Account and Payment Agreement). (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Distribution Date. (c) In the event that If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Master Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.9 [ ] of the Sale and Master Servicing Agreement, distribute pro rata to Certificateholders based on their Percentage InterestsCertificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section [ ] of the Sale and Master Servicing Agreement on such Distribution DateDate in the following order of priority: (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders’ Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders’ ‘Principal Distributable Amount. (b) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Master Servicer pursuant to Section 5.8 [ ] of the Sale and Master Servicing Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under the Sale and Servicing Agreement.

Application of Funds in Certificate Distribution Account. (a) On each Distribution Remittance Date, the Owner Trustee will cause the Paying Agent towill, based on the information contained in the Servicer’s 's Certificate delivered on the related Determination Date pursuant to Section 4.9 7.07 of the Sale and Servicing Agreement, distribute to Certificateholders, pro rata to Certificateholders rata, based on their Percentage InterestsOwnership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(a) Section 7.05 of the Sale and Servicing Agreement on such Distribution Remittance Date. (b) On each Distribution Remittance Date, the Owner Trustee shall cause the Paying Agent to send to each Certificateholder the statement provided to the Owner Trustee and the Paying Agent by the Servicer pursuant to Section 5.8 7.07 of the Sale and Servicing Agreement on such Distribution Remittance Date. (c) In the event that If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or any Certificateholder the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a reasonable possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee Paying Agent may in it its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Holder Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Paying Agent for any reasonable out-of-pocket expenses incurred. The Servicer shall facilitate compliance with this Section 5.2(c) by performance of its duties under Section 12.01 of the Sale and Servicing Agreement. (d) Distributions to Certificateholders shall be subordinated to the creditors of the Trust, including the Noteholders and the Note Insurer.