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 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 5.6(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 (iii) third, 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 (iii) third, 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 (iii) third, 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 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 Cettificateholder), 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 Owner Trustee (as necessary) and the Certificateholders, on a pro rata basis, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.6(b)(vii) 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 Owner Trustee for any unpaid fees and expenses due and owingCertificateholders' Interest Distributable Amount; (ii) second, (x) an amount equal to the Class A Certificateholders, on a pro rata basis, ' Percentage of any Principal Funding Excess Amount and (y) an amount equal to the Certificateholders' Principal Distributable Amount; and (iii) third, 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, an amount equal to the Owner Trustee for any unpaid fees and expenses due and owingCertificateholders' Interest Distributable Amount; (ii) second, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountCertificate Balance (excluding any portion thereof attributable to the General Partner Certificates); and (iii) third, 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. 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, an amount equal to the Owner Trustee for any unpaid fees and expenses due and owingCertificateholders' Interest Distributable Amount; (ii) second, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountCertificate Balance; and (iii) third, 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. (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 arty 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 CettificateholderU.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 Section 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 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) thirdsecond, 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 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) thirdsecond, 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) thirdsecond, 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 arty 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 CettificateholderU.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 Owner Trustee (as necessary) and the Certificateholders, on a pro rata basis, to the extent of the funds available, amounts deposited in the Certificate Distribution Account pursuant to Section 5.6(b)(vii) 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 Owner Trustee for any unpaid fees and expenses due and owingCertificateholders' Interest Distributable Amount; (ii) second, (x) an amount equal to the Class A 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; andAmount and (z) on each Distribution Date thereafter an amount equal to the Certificate Balance; (iii) third, 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; 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, an amount equal to the Owner Trustee for any unpaid fees and expenses due and owingCertificateholders' Interest Distributable Amount; (ii) second, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; andCertificate Balance; (iii) third, 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; 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, an amount equal to the Owner Trustee for any unpaid fees and expenses due and owingCertificateholders' Interest Distributable Amount; (ii) second, to the Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable AmountCertificate Balance; and (iii) third, 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. (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 arty 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 CettificateholderU.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 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 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 5.6(b)(viiSections 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)(iii) of the Sale and Servicing Agreement, to the Owner Trustee for any unpaid fees and expenses due and owing;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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iii) third, 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 arty 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 CettificateholderCertificateholder), 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 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 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 5.6(b)(viiSections 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 Owner Trustee for any unpaid fees and expenses due and owing;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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iii) third, 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 arty 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 CettificateholderCertificateholder), 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 Section 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 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) thirdsecond, 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) thirdsecond, 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) thirdsecond, 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 arty 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 CettificateholderU.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 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 5.6(b)(vii) Sections 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 Owner Trustee for any unpaid fees and expenses due and owingCertificateholders, 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iii) third, from the amounts, if any, deposited in the Certificate Distribution Account pursuant to 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 arty 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 CettificateholderU.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 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 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 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) thirdsecond, 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) thirdsecond, 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) thirdsecond, 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 arty 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 CettificateholderCertificateholder), 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 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 5.6(b)(vii) Sections 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 Owner Trustee for any unpaid fees and expenses due and owingCertificateholders, 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 Class A Certificateholders, on a pro rata basis, an amount equal to the Certificateholders' Principal Distributable Amount; and (iii) third, from the amounts, if any, deposited in the Certificate Distribution Account pursuant to Section 4.7(b) of the Sale and Servicing Agreement, to the 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 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 Interest Distributable Amount; and (iiiii) thirdsecond, to the Class R Certificateholders, in accordance with on a pro rata basis, for amounts due and unpaid on the percentage interest held, an amount equal to the 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 arty 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 CettificateholderU.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.