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

Application of Funds in Certificate Distribution Account. (a) On each Payment Date, the Certificate Paying Agent will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(b)(vii) of the Sale and Servicing Agreement on such Payment Date in the following order of priority: (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Certificate Paying Agent shall 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. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The 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 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 Trust and remitted to the appropriate taxing authority. 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 Certificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) On each Payment Date, the Certificate Paying Agent will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(b)(vii) of the Sale and Servicing Agreement on such Payment Date in the following order of priority: (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to 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(a13.1(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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Certificate Paying Agent shall 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. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The 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 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 Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Certificateholder), the Certificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(b)(vii5.6(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)(iii) of the Sale and Servicing Agreement, to the Class A 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; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to the remaining amounts on deposit in the Certificate Distribution Account. (b) On the Payment Distribution Date following the date on which amounts received in respect of the TransferorSeller'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 Certificate Paying Agent Owner Trustee will distribute such amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, remaining amounts on deposit in the Certificate Distribution AccountCertificates for principal. (c) On the Payment Distribution Date on which Insolvency Proceeds are deposited in the Certificate Distribution Account pursuant to Section 9.1(b) of the Sale and Servicing Agreement (or on the Distribution Date immediately following such deposit if such proceeds are not deposited in the Certificate Distribution Account on a Distribution Date), the Owner Trustee will distribute the Insolvency Proceeds so deposited in the Certificate Distribution Account taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (d) On the Distribution Date following the date on which the Indenture Trustee makes payments of money or property in respect of liquidation of the Trust Property pursuant to Section 5.6 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Certificate Paying Agent Owner Trustee will distribute such funds taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account.Certificates for principal; and (de) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall 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. (ef) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Certificate Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or 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 Trust and remitted to the appropriate taxing authority. 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 Certificate Paying Agent Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (ef). In the event that an Holder Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate 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) On each Payment Date, the Certificate Paying Agent will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute 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 Sections Section 5.6(b)(vii) of the Sale and Servicing Agreement on such Payment Date in the following order of priority: (i) first, to the Owner Trustee for any unpaid fees and expenses due and owing; (ii) second, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iiiii) secondthird, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to 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; (ii) second, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iiiii) secondthird, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to 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; (ii) second, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iiiii) secondthird, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to the remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Certificate Paying Agent shall 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. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The 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 Trust (but such authorization shall not prevent the Owner Trustee or Certificate Paying Agent from contesting any arty such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US CertificateholderCettificateholder), the Certificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) On each Payment Date, Distribution Date the Certificate Paying Agent Owner Trustee will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 3.9 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 Sections 5.6(b)(vii) 4.6, 4.7, and 5.3 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 4.6 or Section 5.3 of the Sale and Servicing Agreement, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; (ii) second, from the amounts deposited in the Certificate Distribution Account pursuant to Section 4.6 or Section 5.3 of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iiiii) secondthird, from the amounts, if any, deposited in the Certificate Distribution Account pursuant to Section4.7(b) of the Sale and Servicing Agreement, to the Class R Certificateholders, in accordance with the percentage interest heldon a pro rata basis, an amount equal to the remaining amounts on deposit Certificate Prepayment Amount; and from amounts, if any, deposited in the Certificate Distribution AccountAccount pursuant to Section 4.7(c) of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificate Prepayment Premium. (b) On the Payment Distribution Date following the date on which amounts received in respect of the TransferorSeller'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 Certificate Paying Agent Owner Trustee will distribute such amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, remaining amounts on deposit in the Certificate Distribution AccountCertificates for principal. (c) On the Payment Distribution Date on which Insolvency Proceeds are deposited in the Certificate Distribution Account pursuant to Section 9.1(b) of the Sale and Servicing Agreement (or on the Distribution Date immediately following such deposit if such proceeds are not deposited in the Certificate Distribution Account on a Distribution Date), the Owner Trustee will distribute the Insolvency Proceeds so deposited in the Certificate Distribution Account taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (d) On the Distribution Date following the date on which the Indenture Trustee makes payments of money or property in respect of liquidation of the Trust Property pursuant to Section 5.6 5.06 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Certificate Paying Agent Owner Trustee will distribute such funds taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account.Certificates for principal; and (de) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer required pursuant to Section 5.8 4.9 of the Sale and Servicing Agreement on such Payment DateAgreement. (ef) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Certificate Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or 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 an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US CertificateholderU.S. Owner), the Certificate Paying Agent Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause paragraph (ef). In the event that an Holder Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee or Certificate Paying Agent shall reasonably cooperate with such Certificateholder Owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee or Certificate 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 Partners equally.

Application of Funds in Certificate Distribution Account. (a) On each Payment Date, the Certificate Paying Agent will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(b)(vii) of the Sale and Servicing Agreement on such Payment Date in the following order of priority: (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Certificate Paying Agent shall 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. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The 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 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 Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Certificateholder), the Certificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) On each Payment Date, Distribution Date the Certificate Paying Agent Owner Trustee will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 3.9(a) of the Sale and Servicing Agreement, distribute to the Certificateholders, on a pro rata basis, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(b)(vii) Section 4.6 of the Sale and Servicing Agreement on such Payment Distribution Date in the following order of priority: (i) first, an amount equal to the Class A Certificateholders' Interest Distributable Amount; (ii) second, (x) an amount equal to the Certificateholders' Percentage of any Principal Funding Excess Amount; (y) prior to the Distribution Date on a pro rata basiswhich the outstanding principal balance of the Notes is reduced to zero, an amount equal to the Certificateholders' Principal Distributable Amount; and Amount and (iiz) second, to the Class R Certificateholders, in accordance with the percentage interest held, on each Distribution Date thereafter an amount equal to the remaining Certificate Balance; (iii) third, any amounts on deposit due and owing to any Indemnified Party (as such term is used in the Certificate Distribution AccountPurchase Agreement) under Section 11.01, Section 11.04 or Section 11.05 of the Certificate Purchase Agreement; and (iv) any remaining amount will be paid to the General Partner. (b) On the Payment Date following the date on which amounts received a Securitized Offering occurs, the Owner Trustee will, based on the information contained in the Servicer's Certificate delivered with respect of the Transferor's exercise of its option to purchase the corpus of the Trust such Securitized Offering pursuant to Section 9.1(a3.9(a) of the Sale and Servicing Agreement are Agreement, distribute to the Investor Certificateholders, on a pro rata basis, to the extent of the funds available, amounts deposited in the Certificate Distribution Account, Account pursuant to Section 4.6 of the Certificate Paying Agent will distribute Sale and Servicing Agreement on such amounts Distribution Date in the following order of priority taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and; (ii) second, an amount equal to the Class R CertificateholdersCertificate Balance; (iii) third, in accordance with the percentage interest held, remaining any amounts on deposit due and owing to any Indemnified Party (as such term is used in the Certificate Distribution AccountPurchase Agreement) under Section 11.01, Section 11.04 or Section 11.05 of the Certificate Purchase Agreement; and (iv) any remaining amount will be paid to the General Partner. On such date, the Owner Trustee shall also, after making the distributions referred to above, distribute to the General Partner such funds as shall be called for in the agreements pursuant to which the Securitized Offering is completed. (c) On the Payment Distribution Date (i) 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 Sections 9.1(a) or (b) of the Sale and Servicing Agreement are deposited in the Certificate Distribution Account, (ii) on which Insolvency Proceeds are deposited in the Certificate Distribution Account pursuant to Section 9.1(c) 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), or (iii) 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 5.06 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, in each case based upon information contained in a Servicer's Certificate delivered pursuant to Section 3.9(b) of the Certificate Paying Agent Sale and Servicing Agreement, the Owner Trustee will distribute to the Certificateholders, on a pro rata basis, such funds amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and; (ii) second, an amount equal to the Class R CertificateholdersCertificate Balance; and (iii) third, in accordance with the percentage interest held, remaining any amounts on deposit due and owing to any Indemnified Party (as such term is used in the Certificate Distribution AccountPurchase Agreement) under Section 11.01, Section 11.04 or Section 11.05 of the Certificate Purchase Agreement. (d) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer required pursuant to Section 5.8 4.9 of the Sale and Servicing Agreement on such Payment DateAgreement. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Certificate Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or 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 Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Certificateholder), the Certificate Paying Agent Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause paragraph (e). In the event that an Holder a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred. (f) Upon final liquidation of the Trust, by notice given to the Owner Trustee by the Seller or the Servicer pursuant to Section 9.1 of the Sale and Servicing Agreement, 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) On each Payment Date, the Certificate Paying Agent will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute 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 Sections Section 5.6(b)(vii) of the Sale and Servicing Agreement on such Payment Date in the following order of priority: (i) first, to the Class A 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 (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to Amount 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 Class A 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 (ii) second, to Amount and the Class R Certificateholders, in accordance with the percentage interest held, 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 Class A 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 (ii) second, to Amount and the Class R Certificateholders, in accordance with the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Certificate Paying Agent shall 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. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The 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 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 Trust and remitted to the appropriate taxing authority. 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 Certificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) On each Payment Date, Date the Certificate Owner Trustee or the Paying Agent will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 5.14 of the Sale and Servicing Agreement, distribute to Certificateholders, on a pro rata basis to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to make payments in the amounts and in the manner provided for in Sections 5.6(b)(vii5.3(b) of and 5.3(d) below. (b) On each Distribution Date, the Sale and Servicing Agreement Trustee shall apply the Sub-Pool HI Amount Available (as determined on such Payment Date the immediately preceding Determination Date) in the Certificate Distribution Account to make payment in the following order of priority:, subject to the last sentence of this Section 5.3(b): (1) if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to SECTION 7.03; (2) to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) first, the amount in clause (a)(1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; or, on a if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution Amounts, pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amounteach Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) secondto each Class of Class HI: A Certificates the amount, to if any, of the Unpaid Class R CertificateholdersHI: A Interest Shortfall of such Class, in accordance with the percentage interest heldor, an amount equal to if the remaining amounts on deposit in Sub-Pool HI Amount Available is less than 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 amount necessary 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 Accountpay all Unpaid Class HI: A Interest Shortfalls, 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Certificate Paying Agent shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 Class of the Sale and Servicing Agreement on such Payment Date. (e) In the event that any withholding tax is imposed Class HI: A Certificates based on the Trust's payment (or allocations Unpaid Class HI: A Interest Shortfall of income) to a Certificateholder, each such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. 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 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 Trust and remitted to the appropriate taxing authority. 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 Certificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.Class;

Application of Funds in Certificate Distribution Account. (a) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(b)(vii5.6(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 Class A 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)(vi) of the Sale and Servicing Agreement, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to the remaining amounts on deposit in the Certificate Distribution Account. (b) On the Payment Distribution Date following the date on which amounts received in respect of the TransferorSeller'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 Certificate Paying Agent Owner Trustee will distribute such amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, remaining amounts on deposit in the Certificate Distribution AccountCertificates for principal. (c) On the Payment Distribution Date on which Insolvency Proceeds are deposited in the Certificate Distribution Account pursuant to Section 9.1(b) of the Sale and Servicing Agreement (or on the Distribution Date immediately following such deposit if such proceeds are not deposited in the Certificate Distribution Account on a Distribution Date), the Owner Trustee will distribute the Insolvency Proceeds so deposited in the Certificate Distribution Account taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Interest Distributable Amount; and (ii) second, to the Certificateholders, on a pro rata basis, for amounts due and unpaid on the Certificates for principal. (d) On the Distribution Date following the date on which the Indenture Trustee makes payments of money or property in respect of liquidation of the Trust Property pursuant to Section 5.6 5.06 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, the Certificate Paying Agent Owner Trustee will distribute such funds taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account.Certificates for principal; and (de) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.8 5.7 of the Sale and Servicing Agreement on such Payment Distribution Date. (ef) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Certificate Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or 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 Trust and remitted to the appropriate taxing authority. 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 Certificate Paying Agent Owner Trustee may in it sole discretion withhold such amounts in accordance with this clause (ef). In the event that an Holder Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate 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) On each Payment Distribution Date, the Certificate Owner Trustee will cause the Paying Agent willAgent, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement, distribute to Certificateholders, to : (i) withdraw the extent of the funds available, amounts deposited in into the Certificate Distribution Account pursuant to Sections 5.6(b)(vii) Section 5.6 of the Sale and Servicing Agreement on or prior to such Payment Distribution Date and make or cause to be made distributions and payments in the following order of priority: (iA) first, to the Class A Certificateholders, an amount equal to the accrued interest for the Class A Certificates, provided that if there are not sufficient funds available to pay the entire amount of the accrued interest for the Class A Certificates, the amounts available shall be applied to the payment of such interest on the Class A Certificates on a pro rata basis; (B) second, to the Class B Certificateholders, an amount equal to the Certificateholders' Principal Distributable Amountaccrued interest for the Class B Certificates; provided that if there are not sufficient funds available to pay the entire amount of the accrued interest for the Class B Certificates, the amounts available shall be applied to the payment of such interest on the Class B Certificates on a pro rata basis; and (iiC) second, to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to 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) firstthird, to the Class A CertificateholdersCertificateholders Certificates in reduction of the Certificate Balance of the Class A Certificates, until the Certificate Balance of the Class A Certificates has been reduced to zero; provided that if there are not sufficient funds available to reduce the Certificate Balance of the Class A Certificates to zero, the amounts available shall be applied to the reduction of the Certificate Balance of the Class A Certificates on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and; (iiD) secondfourth, to the Class R Certificateholders, B Certificateholders in accordance with the percentage interest held, remaining amounts on deposit in reduction of 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 Balance of the Trust Property pursuant to Section 5.6 Class B Certificates, until the Certificate Balance of the Indenture and deposits Class B Certificates has been reduced to zero; provided that if there are not sufficient funds received in connection with such liquidation in available to reduce the Certificate Distribution AccountBalance of the Class B Certificates to zero, the Certificate Paying Agent will distribute such funds taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, amounts available shall be applied to the reduction of the Certificate Balance of the Class A Certificateholders, B Certificates on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (ii) second, to the Class R Certificateholders, in accordance with the percentage interest held, remaining amounts on deposit in the Certificate Distribution Account. (d) On each Payment Date, the Certificate Paying Agent shall 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. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The 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 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 Trust and remitted to the appropriate taxing authority. 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 Certificate Paying Agent may in it sole discretion withhold such amounts in accordance with this clause (e). In the event that an Holder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred.

Application of Funds in Certificate Distribution Account. (a) On each Payment Date, Distribution Date the Certificate Paying Agent Owner Trustee will, based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.9 3.9(a) of the Sale and Servicing Agreement, distribute to the Certificateholders, on a pro rata basis, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Sections 5.6(b)(vii) Section 4.6 of the Sale and Servicing Agreement on such Payment Distribution Date in the following order of priority: (i) first, an amount equal to the Class A Certificateholders' Interest Distributable Amount; (ii) second, on a pro rata basis, (x) an amount equal to the Certificateholders' Percentage of any Principal Funding Excess Amount and (y) an amount equal to the Certificateholders' Principal Distributable Amount; and (iiiii) secondthird, any amounts due and owing to the Class R Certificateholders, in accordance with the percentage interest held, an amount equal to the remaining amounts on deposit any Indemnified Party (as such term is used in the Certificate Distribution AccountPurchase Agreement) under Section 11.01, Section 11.04 or Section 11.05 of the Certificate Purchase Agreement. (b) On the Payment Date following the date on which amounts received a Securitized Offering occurs, the Owner Trustee will, based on the information contained in the Servicer's Certificate delivered with respect of the Transferor's exercise of its option to purchase the corpus of the Trust such Securitized Offering pursuant to Section 9.1(a3.9(a) of the Sale and Servicing Agreement are Agreement, distribute to the Investor Certificateholders, on a pro rata basis, to the extent of the funds available, amounts deposited in the Certificate Distribution Account, Account pursuant to Section 4.6 of the Certificate Paying Agent will distribute Sale and Servicing Agreement on such amounts Distribution Date in the following order of priority taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and; (ii) second, an amount equal to the Class R CertificateholdersCertificate Balance (excluding any portion thereof attributable to the General Partner Certificates); and (iii) third, in accordance with the percentage interest held, remaining any amounts on deposit due and owing to any Indemnified Party (as such term is used in the Certificate Distribution AccountPurchase Agreement) under Section 11.01, Section 11.04 or Section 11.05 of the Certificate Purchase Agreement. On such date, the Owner Trustee shall also, after making the distributions referred to above, distribute to the General Partner such funds and/or replacement certificates as shall be called for in the agreements pursuant to which the Securitized Offering is completed. (c) On the Payment Distribution Date (i) 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 Sections 9.1(a) or (b) of the Sale and Servicing Agreement are deposited in the Certificate Distribution Account, (ii) on which Insolvency Proceeds are deposited in the Certificate Distribution Account pursuant to Section 9.1(c) 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), or (iii) 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 5.06 of the Indenture and deposits funds received in connection with such liquidation in the Certificate Distribution Account, in each case based upon information contained in a Servicer's Certificate delivered pursuant to Section 3.9(b) of the Certificate Paying Agent Sale and Servicing Agreement, the Owner Trustee will distribute to the Certificateholders, on a pro rata basis, such funds amounts taking into account any concurrent distribution made pursuant to Section 5.2(a): (i) first, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Interest Distributable Amount; and; (ii) second, an amount equal to the Class R CertificateholdersCertificate Balance; and (iii) third, in accordance with the percentage interest held, remaining any amounts on deposit due and owing to any Indemnified Party (as such term is used in the Certificate Distribution AccountPurchase Agreement) under Section 11.01, Section 11.04 or Section 11.05 of the Certificate Purchase Agreement. (d) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer required pursuant to Section 5.8 4.9 of the Sale and Servicing Agreement on such Payment DateAgreement. (e) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Certificate Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or 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 Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Certificateholder), the Certificate Paying Agent Owner Trustee may in it its sole discretion withhold such amounts in accordance with this clause paragraph (e). In the event that an Holder a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or Certificate Paying Agent for any out-of-pocket expenses incurred. (f) Upon final liquidation of the Trust, by notice given to the Owner Trustee by the Seller or the Servicer pursuant to Section 9.1 of the Sale and Servicing Agreement, 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.