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

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on each Payment Date, the Owner Trustee or the Paying Agent on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to 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 Distributable Amount. (b) On each Payment Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Date. (c) In the event that any withholding tax is imposed on the 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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholders. In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or will cause the Paying Agent on behalf of the Owner Trustee willto, based on the information contained in the Servicer's ’s Certificate delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute pro rata to CertificateholdersCertificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 Sections 5.6(a) 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 Distributable AmountDistribution Date. (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to be sent, 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 Payment Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer's 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. Each of the 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 Issuer 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 Issuer Trust and remitted to the appropriate taxing authority. The 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 or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder Holder 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) Not later than 12:00 noon, New York City time, on each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the 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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to non-United nonUnited 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 highest individual income tax a rate of 39.6% for all other non-United States Certificateholders. In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on each Payment Date, the Owner Trustee or the Paying Agent on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to 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 Distributable Distribution Amount. (b) On each Payment Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.9 of the Sale and Servicing Agreement on such Payment Date. (c) In the event that any withholding tax is imposed on the Issuer'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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholders. In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Date, the Owner Trustee will, or will cause the Paying Agent on behalf of the Owner Trustee willto, based on the information contained in the Monthly Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 2.10 of the Sale Servicing Agreement and Servicing AgreementSection 5.05(c) of the Indenture, distribute to Certificateholders, to the extent as of the funds available, related Record Date all amounts deposited in the Certificate Distribution Account pursuant to 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 Distributable Amountbased upon each Certificateholder's Certificate Percentage Interest. (b) On each Payment Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Date. (c) In the event that any withholding tax is imposed on the IssuerOwner 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. Each of the 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 Issuer Owner Trustee (but such authorization shall not prevent the Owner Trustee 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 Issuer Owner Trustee and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 Certificateholder), the highest individual income tax rate for all other non-United States CertificateholdersOwner Trustee may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, based on the information contained in the Master Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Master Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, or will cause Paying Agent to, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 highest individual income tax rate for all other non-United States CertificateholdersCertificateholder), Owner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Remittance Date, the Owner Trustee or the Paying Agent on 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 4.8 7.07 of the Sale and Servicing Agreement, distribute to Certificateholders, pro rata, based on Ownership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 7.05 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 Distributable AmountRemittance Date. (b) On each Payment Remittance Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 7.07 of the Sale and Servicing Agreement on such Payment Remittance Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee or 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 Issuer Trust and remitted to the appropriate taxing authority. The Owner Trustee or If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Paying Agent, on Agent may in its behalf, intends to sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a 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 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) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or will cause the Paying Agent on behalf of the Owner Trustee willto, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute pro rata to CertificateholdersCertificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 Sections 5.6(b) 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 Distributable AmountDistribution Date. (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to be sent, 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 Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer 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 Issuer Trust and remitted to the appropriate taxing authority. The 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 or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder Holder 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) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 Sections 5.6(b) and 9.1 of the Sale and Servicing Agreement on such Payment Distribution Date 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' Principal Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (bd) 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (cf) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (f). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred. (g) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section 5.2 shall be distributed to the General Partner.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or will cause the Paying Agent on behalf of the Owner Trustee willto, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute pro rata to CertificateholdersCertificateholders based on their Percentage Interests, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 Sections 5.6(a) 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 Distributable AmountDistribution Date. (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause the Paying Agent to be sent, 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 Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer 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 Issuer Trust and remitted to the appropriate taxing authority. The 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 or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder Holder 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) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder an Owner 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 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) Not later than 12:00 noon, New York City time, on each Payment Date, the Owner Trustee or the Paying Agent on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to 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 Distributable Amount. (b) On each Payment Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Date. (c) In the event that any withholding tax is imposed on the 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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to non-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 highest individual income tax a rate of 39.6% for all other non-United States Certificateholders. In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 highest individual income tax rate for all other non-United States CertificateholdersCertificateholder), Owner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, based on the information contained in the Master Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.8 ____ of the Sale and Master Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 ____ of the Sale and Master Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Master Servicer pursuant to Section 5.8 ____ of the Sale and Master Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, or will cause Paying Agent to, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent as of the funds available, related Record Date all amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution Date in the following order of prioritybased upon each Certificateholder's Certificate Percentage Interest: (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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 highest individual income tax rate for all other non-United States CertificateholdersCertificateholder), Owner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, or will cause Paying Agent to, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 highest individual income tax rate for all other non-United States CertificateholdersCertificateholder), Owner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 4.9 of the Sale and Servicing Agreement, distribute pro rata to CertificateholdersCertificateholders based on Ownership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 Sections 5.6(b) 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 Distributable AmountDistribution Date. (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder an Owner 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 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) Not later than 12:00 noon, New York City time, on a. On each Payment Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, or will cause Paying Agent to, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 SECTION 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent as of the funds availablerelated Record Date, all amounts deposited in the Certificate Distribution Account pursuant to 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 Distributable Amountbased upon each Certificateholder's Certificate Percentage Interest. (b) b. On each Payment Date, the Owner Trustee Paying Agent shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer Paying Agent pursuant to Section 5.8 SECTION 5.6 of the Sale and Servicing Agreement on such Payment Date. (c) c. In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 Certificateholder), the highest individual income tax rate for all other non-United States CertificateholdersPaying Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Date, the Owner Trustee or the Paying Agent shall distribute or cause to be distributed all amounts on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited deposit in the Certificate Distribution Account pursuant to Section 5.5 Certificateholders in respect of the Sale Certificates to the extent of amounts due and Servicing Agreement unpaid on such Payment Date the Certificates for principal and interest in the following amounts and in the following order of priority: (ia) first, to the CertificateholdersHolders of the Certificates, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; andprovided 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 interest on the Certificates pro rata on the basis of the amount of accrued and unpaid interest due on the Certificates; (iib) second, to the CertificateholdersHolders of the Certificates, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountAmount and the Certificate Prepayment Amount until the outstanding principal balance of the Certificates is reduced to zero. (bc) On each Payment Date, the Owner Trustee shall send, send or cause to be sent, sent to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.11 of the Sale and Servicing Agreement on such Payment Date. (cd) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the The 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The Owner Trustee or If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Paying Agent, on Agent may in its behalf, intends to sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a 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 out-of-pocket expenses incurred. (e) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section and 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 wire transfer, in immediately available funds, to the account of 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 Owner Trustee shall not be liable for any interest thereon.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, or will cause Paying Agent to, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the Paying Agent 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 highest individual income tax rate for all other non-United States CertificateholdersCertificateholder), Owner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee will, or will cause the Certificate Paying Agent on behalf of the Owner Trustee willto, based on the information contained in the Servicer's Certificate ’s Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to the Certificateholders, to the extent as of the funds availablerelated Record Date, all amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Amountbased upon each Certificateholder’s Certificate Percentage Interest. (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer's 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. Each of the 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 Certificateholder), the highest individual income tax rate for all other non-United States CertificateholdersOwner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a 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.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section Sections 5.5 and 5.6 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the 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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to non-United nonUnited 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 highest individual income tax a rate of 39.6% for all other non-United States Certificateholders. In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution Date in the following order of priority: (i) first, to the CertificateholdersCertificateholders (including the General Partner), on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the CertificateholdersCertificateholders (including the General Partner), on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount. (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the 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. Each of the 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to non-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 highest individual income tax a rate of 39.6% for all other non-United States Certificateholders. In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Remittance Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, based on the information contained in the ServicerTrust Administrator's Certificate delivered on the related Determination Date pursuant to Section 4.8 7.10 of the Sale and Servicing Agreement, distribute to each Class of Certificateholders, and within each Class pro rata, based on the related Ownership Percentage of 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 Section 5.5 7.08(d) 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 Distributable AmountRemittance Date. (b) On each Payment Remittance Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer Trust Administrator pursuant to Section 5.8 7.10 of the Sale and Servicing Agreement on such Payment Remittance Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee or 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 Issuer Trust and remitted to the appropriate taxing authority. The Owner Trustee or If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Paying Agent, on Agent may in its behalf, intends to sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a 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 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) Not later than 12:00 noon, New York City time, on each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the 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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold United States withholding taxes from any amounts allocable or distributed to non-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 highest individual income tax a rate of 39.6% for all other non-United States Certificateholders. In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee will, or the will cause Paying Agent on behalf of the Owner Trustee willto, based on the information contained in the Servicer's Certificate ’s Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent as of the funds availablerelated Record Date, all amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Amountbased upon each Certificateholder’s Certificate Percentage Interest. (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer's 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. Each of the 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 Certificateholder), the highest individual income tax rate for all other non-United States CertificateholdersOwner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a 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.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Date, the Owner Trustee or the Paying Agent shall distribute or cause to be distributed all amounts on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited deposit in the Certificate Distribution Account pursuant to Section 5.5 Certificateholders in respect of the Sale Certificates to the extent of amounts due and Servicing Agreement unpaid on such Payment Date the Certificates for principal and interest in the following amounts and in the following order of priority: (ia) first, to the CertificateholdersHolders of the Certificates, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; andprovided 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 interest on the Certificates pro rata on the basis of the amount of accrued and unpaid interest due on the Certificates; (iib) second, to the CertificateholdersHolders of the Certificates, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountAmount until the outstanding principal balance of the Certificates is reduced to zero. (bc) On each Payment Date, the Owner Trustee shall send, send or cause to be sent, sent to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.11 of the Sale and Servicing Agreement on such Payment Date. (cd) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the The 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The Owner Trustee or If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Paying Agent, on Agent may in its behalf, intends to sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a 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 out-of-pocket expenses incurred. (e) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section and 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 wire transfer, in immediately available funds, to the account of 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 Owner Trustee shall not be liable for any interest thereon.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 4.9 of the Sale and Servicing Agreement, distribute pro rata to CertificateholdersCertificateholders based on Percentage Interest, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 Sections 5.6(b) of the Sale and Servicing Agreement on such Payment Date 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 following order 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 priority: (i) firstthe [Required Amount] on the previous Distribution Date and to the extent any funds remain, to the Certificateholders, on a pro rata basis, an amount equal to . (Capitalized terms in this Section not defined in this Agreement shall have the Certificateholders' Interest Distributable Amount; and (ii) second, to meaning as set forth in the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountSpread Account and Payment Agreement). (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder an Owner 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 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) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, or will cause Paying Agent to, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts TRUST AGREEMENT deposited in the Certificate Distribution Account pursuant to Section 5.5 of the Sale and Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.6 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust'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. 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 Issuer (but such authorization shall not prevent the Owner Trustee 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 highest individual income tax rate for all other non-United States CertificateholdersCertificateholder), Owner Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Remittance Date, the Owner Trustee or the Paying Agent on 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 4.8 7.07 of the Sale and Servicing Agreement, distribute to Certificateholders, pro rata, based on Ownership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 7.05 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 Distributable AmountRemittance Date. (b) On each Payment Remittance Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 7.07 of the Sale and Servicing Agreement on such Payment Remittance Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee or 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 Issuer Trust and remitted to the appropriate taxing authority. The Owner Trustee or If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Paying Agent, on Agent may in its behalf, intends to sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a 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 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.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on behalf of the Owner Trustee will, based on the information contained in the Master Servicer's ’s Certificate delivered on the related Determination Date pursuant to Section 4.8 [ ] of the Sale and Master Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 [ ] of the Sale and Master Servicing Agreement on such Payment Distribution 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 Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Master Servicer pursuant to Section 5.8 [ ] of the Sale and Master Servicing Agreement on such Payment Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer's 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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder an Owner 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Date, the Owner Trustee will, or will cause the Certificate Paying Agent on behalf of the Owner Trustee willto, based on the information contained in the Servicer's Certificate Report delivered on the related Determination Date pursuant to Section 4.8 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent as of the funds available, related Record Date all amounts deposited in the Certificate Distribution Account pursuant to 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 Distributable Amount.based upon each Certificateholder's Certificate Percentage Interest; (b) On each Payment Date, the Owner Trustee shall send, or cause to be sent, to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Date. (c) In the event that any withholding tax is imposed on the IssuerOwner 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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Owner Trustee and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 Certificateholder), the highest individual income tax rate for all other non-United States CertificateholdersOwner Trustee may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a 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 out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 4.9 of the Sale and Servicing Agreement, distribute pro rata to CertificateholdersCertificateholders based on Ownership Percentage, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 Sections 5.6(b) of the Sale and Servicing Agreement on such Payment Date 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 following order 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 priority: (i) firstthe Required Amount on the previous Distribution Date and to the extent any funds remain, to the Certificateholders, on a pro rata basis, an amount equal to . (Capitalized terms in this Section not defined in this Agreement shall have the Certificateholders' Interest Distributable Amount; and (ii) second, to meaning as set forth in the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountSpread Account and Payment Agreement). (b) On each Payment Distribution Date, the Owner Trustee shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Distribution Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust'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. Each of the 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Owner Trustee or the Paying Agent, on its behalf, intends to may in it sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (c). In the event that a Certificateholder an Owner 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 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) Not later than 12:00 noon, New York City time, on On each Payment Date, the Owner Trustee or the Paying Agent shall distribute or cause to be distributed all amounts on 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 4.8 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited deposit in the Certificate Distribution Account pursuant to Section 5.5 Certificateholders in respect of the Sale Certificates to the extent of amounts due and Servicing Agreement unpaid on such Payment Date the Certificates for principal and interest in the following amounts and in the following order of priority: (ia) first, to the CertificateholdersHolders of the Certificates, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; andprovided 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 interest on the Certificates pro rata on the basis of the amount of accrued and unpaid interest due on the Certificates; (iib) second, to the CertificateholdersHolders of the Certificates, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountAmount until the outstanding principal balance of the Certificates is reduced to zero. (bc) On each Payment Date, the Owner Trustee shall send, send or cause to be sent, sent to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.11 of the Sale and Servicing Agreement on such Payment Date. (cd) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the The 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee 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 Issuer Trust and remitted to the appropriate taxing authority. The Owner Trustee or If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Certificateholder), the Paying Agent, on Agent may in its behalf, intends to sole discretion withhold United States withholding taxes from any such amounts allocable or distributed to non-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 highest individual income tax rate for all other non-United States Certificateholdersin accordance with this clause (d). In the event that a 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 out-of-pocket expenses incurred. (e) Any funds remaining in the Certificate Distribution Account after distribution of all amounts specified in this Section and 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 wire transfer, in immediately available funds, to the account of 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 Owner Trustee shall not be liable for any interest thereon.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Date, the Owner Trustee or the Certificate Paying Agent on 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 4.8 4.9 of the Sale and Servicing Agreement, distribute to the Owner Trustee (as necessary) and the Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.5 5.6(b)(vii) 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 AmountOwner Trustee for any unpaid fees and expenses due and owing; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountAmount and the remaining amounts on deposit in the Certificate Distribution Account. (b) On the Payment Date following the date on which amounts received in respect of the Transferor'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 Certificate Paying Agent will distribute such amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Owner Trustee for any unpaid fees and expenses due and owing; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount and the remaining amounts on deposit in the Certificate Distribution Account. (c) On the Payment 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 5.6 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Certificate Paying Agent will distribute such funds taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Owner Trustee for any unpaid fees and expenses due and owing; and (ii) second, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount and the remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Owner Trustee Certificate Paying Agent shall send, or cause to be sent, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such Payment Date. (ce) In the event that any withholding tax is imposed on the IssuerTrust'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. Each of the Owner Trustee and the The Certificate 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 Issuer Trust (but such authorization shall not prevent the Owner Trustee or Certificate 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 Issuer Trust and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends If there is a possibility that withholding tax is payable with respect to withhold United States withholding taxes from any amounts allocable or distributed a distribution (such as a distribution to a non-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 US Certificateholder), the highest individual income tax rate for all other non-United States CertificateholdersCertificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that a Certificateholder an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee and the or Certificate 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) Not later than 12:00 noon, New York City time, on On each Payment Distribution Date, the Owner Trustee or the Paying Agent on 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 4.8 3.9 of the Sale and Servicing Agreement, distribute to Certificateholders, on a pro rata basis to the extent of the funds available, amounts and deposited in the Certificate Distribution Account pursuant to the 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 5.5 9.1(a) of the Sale and Servicing Agreement on such Payment Date are deposited in the following order of priority: (i) firstCertificate Distribution Account, the Paying Agent will distribute such amounts to Certificateholders in 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 Amountmanner 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 Payment Distribution Date, the Owner Trustee shall send, send or cause to be sent, sent to each Certificateholder the statement provided to the Owner Trustee by the Servicer required pursuant to Section 5.8 4.8 of the Sale and Servicing Agreement on such Payment DateAgreement. (ce) In To the event that any withholding tax is imposed on extent required by the Issuer's payment (or allocations of income) to a CertificateholderCode, such tax the Servicer shall reduce notify the amount otherwise distributable to the Certificateholder in accordance with this Section. Each Paying Agent of the Owner Trustee amount, if any, to be withheld, and the Paying Agent is hereby authorized and directed to retain shall withhold from amounts otherwise distributable to the Certificateholders sufficient funds for the each payment of due hereunder or under any tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedingsCertificate, 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 Issuer and remitted to the appropriate taxing authority. The Owner Trustee or the Paying Agent, on its behalf, intends to withhold 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 any amounts allocable or distributed to non-United States Certificateholders at a rate reduction of 35% for non-United States Certificateholders that are classified as corporations for withholding of United States federal income tax purposes and at taxes shall, from time to time, provide to the highest individual income tax rate for all other non-United States Certificateholders. In the event that a Certificateholder wishes to apply for a refund of any such withholding taxServicer, the Owner Trustee and the Paying Agent in a timely manner all appropriate and properly completed forms indicating such eligibility, as may be necessary to permit the Paying Agent not to withhold taxes from payments due to such Certificateholder. In connection with the foregoing, 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 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 Certificateholder. The Owner Trustee and the Paying Agent for shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee, the Paying Agent and the Servicer harmless against all claims or liability of any out-of-pocket expenses incurred.kind arising in connection with or related to the Owner Trustee's or the Paying Agent's reliance upon any documents, forms or information provided by any Certificateholder to the Owner Trustee, the