Common use of Application of Trust Funds Clause in Contracts

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause the Certificate Paying Agent shall distribute to distribute Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 5.05 of the Sale and Servicing Agreement with respect to such Distribution Payment Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the based upon each Certificateholder’s Certificate Distribution Account upon the termination of this AgreementPercentage Interest. (b) In On each Payment Date, the event that Paying Agent shall send to each Certificateholder the statement or statements provided by the Servicer pursuant to Section 5.07 of the Sale and Servicing Agreement with respect to such Payment Date. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Owner Trustee or Certificate the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraphSection 5.2(c). (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholder, any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to shall distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement; (b) Notwithstanding the foregoing, the Certificate Paying Agent shall distribute amounts deposited in the Certificate Distribution Account on the Distribution Date solely to the extent the Certificate Distribution Account is funded by 12:00 P.M., eastern standard time on the Distribution Date. Amounts received in the Certificate Distribution Account after 12:00 P.M. eastern standard time on the Distribution Date will be distributed without interest as soon as practicable, but no later than one (1) Business Day after receipt thereof. (bc) In the event that any U.S. federal withholding tax is imposed on the Trust’s payment (or allocations of income) to the CertificateholderCertificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 U.S. federal withholding tax imposed with respect to the Certificateholder Certificateholders shall be treated as cash distributed to the Certificateholder Certificateholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that U.S. federal withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (cd) Any Holder of the a Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP IRS Form W-9 (or successor formsform) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States U.S. withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, upon receipt of written instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall direct the Paying Agent to, distribute to the Certificateholders, in proportion to each Certificateholder’s Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date pursuant to Section 4.1(c) of the Sale and Servicing Agreement and Section 2.8 of the Indenture with respect to such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, the Owner Trustee shall cause direct the Certificate Paying Agent to, send to distribute amounts deposited in each Certificateholder the Certificate Distribution Account statement provided to the Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementDate. (bc) In the event that any withholding tax is imposed on the Trust’s any Trust payment (or allocations any allocation of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee or Certificate and each Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder Section 5.2. If a Certificateholder wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXXfor any out-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentof-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, upon receipt of written instructions from the Servicer pursuant to Section 4.1(c) of the Sale and Servicing Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall direct the Paying Agent to, distribute to the Certificateholders, in proportion to each Certificateholder’s Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date pursuant to Section 4.1(c) of the Sale and Servicing Agreement and Section 2.8 of the Indenture with respect to such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, the Owner Trustee shall cause direct the Certificate Paying Agent to, make available to distribute amounts deposited in each Certificateholder the Certificate Distribution Account statement provided to the Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementDate. (bc) In the event that any withholding tax is imposed on the Trust’s any Trust payment (or allocations any allocation of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee or Certificate and each Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder Section 5.2. If a Certificateholder wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXXfor any out-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentof-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made on behalf of the Issuer in accordance with the provisions of the Indenture and the Sale and Servicing Agreement. Subject to the lien of the Indenture, the Owner Trustee shall cause the Certificate Paying Agent to promptly distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with Certificateholders all other amounts (if any) received by the Owner Trustee on behalf of the Issuer in respect to such Distribution Date in of the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon Trust Estate. After the termination of this Agreement. the Indenture in accordance with its terms, the Owner Trustee shall distribute all amounts received (bif any) In by the event that Owner Trustee on behalf of the Issuer in respect of the Trust Estate at the direction of the Certificateholders. If any withholding tax is imposed on the TrustIssuer’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.1; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the 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 the a Certificateholder shall be treated as cash distributed to the such Certificateholder at the time it is withheld by the Trust Issuer 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder Section 5.1. If a Certificateholder wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXXfor any out-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentof-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Paying Agent on behalf of the Owner Trustee shall cause the Certificate Paying Agent distribute to distribute Trust Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 8.04 of the Sale and Servicing Agreement Indenture with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPayment Date. (b) [Reserved]. (c) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the “Distribution Statement”) provided by the Servicer (in the manner set forth in Section 8.03 of the Indenture), based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the information provided in such Payment Date Certificate. The information required to be delivered by such Distribution Statement may be included with other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents. (d) In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for U.S. federal income tax purposes, allocations of income) to the a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to the such Trust Certificateholder in accordance with this Section. The Owner Trustee or Certificate shall authorize and direct Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Trust Certificateholder shall be treated as cash distributed to the Certificateholder such Trust Certificateholders, at the time it is withheld by the Trust and remitted Issuer for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, direct the Paying Agent to withhold such amounts in accordance with this paragraph. (c) Any Holder Section. In the event that a Trust Certificateholder wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout‑of‑pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause or the Certificate Paying Agent shall distribute to distribute the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Sale and Servicing Agreement with respect on or prior to such Distribution Date Date. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic Documents, if and for so long as Certificates representing in the following order of priority: aggregate a 100% beneficial interest in the Trust are held by the Depositor, (i) no Certificate Distribution Account shall be required to make payments to the Certificateholder any remaining amount deposited therein; and be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to clear and terminate the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account upon Account) and the termination of this AgreementOwner Trustee shall have no duty or liability to see to such distribution. (b) In On each Distribution Date, the event Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or Certificate the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder Section 5.2(c). If a Certificateholder wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected reasonably cooperate with such Certificateholder in relying upon, and each Holder by its acceptance of the Certificate hereunder making such claim so long as such Certificateholder agrees to indemnify and hold reimburse the Owner Trustee and or the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Owner Trustee’s and Trust pursuant to Section 3.3(e) of the Certificate Paying Agent’s reliance upon any documentsIndenture, forms or information provided by any Holder to the Owner Trustee and shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholders any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the a Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholder, any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the its Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (ii)(A) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(Ai)(B) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (Bii) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to shall distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholders, pro rata, any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement.; (b) In the event that any U.S. federal withholding tax is imposed on the Trust’s payment (or allocations of income) to the CertificateholderCertificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 U.S. federal withholding tax imposed with respect to the Certificateholder Certificateholders shall be treated as cash distributed to the Certificateholder Certificateholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that U.S. federal withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the a Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP IRS Form W-9 (or successor formsform) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States U.S. withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause distribute to the Certificate Paying Agent Certificateholders, on a pro rata basis, amounts equal to distribute the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement with respect on or prior to such Distribution Date Date. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic Documents, if and for so long as Certificates representing in the following order of priority: aggregate a 100% beneficial interest in the Trust are held by the Depositor, (i) no Certificate Distribution Account shall be required to make payments to the Certificateholder any remaining amount deposited therein; and be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to clear the Depositor by the Indenture Trustee (whether or not the Trust Sale and terminate Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account upon Account) and the termination of this AgreementOwner Trustee shall have no duty or liability to see to such distribution. (b) In On each Distribution Date, the event Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraphSection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred. (cd) Any Holder If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Certificate that is organized under the laws of a jurisdiction outside the United States shallIndenture, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and shall, upon notice from the Certificate Paying Agent and (ii)(A) provide the Owner Indenture Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXXthat such funds exist, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof submit on payments of interest. Any such Holder agrees by its acceptance behalf of the Certificate, on Trust an ongoing basis, Issuer Order to provide like certification for each taxable year and the Indenture Trustee pursuant to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (iSection 3.3(e) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees Indenture instructing the Indenture Trustee to indemnify and hold pay such funds to or at the Owner Trustee and order of the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying AgentDepositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Paying Agent on behalf of the Owner Trustee shall cause the Certificate Paying Agent distribute to distribute Trust Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 8.04 of the Sale and Servicing Agreement Indenture with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPayment Date. (b) [Reserved]. (c) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the “Distribution Statement”) provided by the Servicer (in the manner set forth in Section 8.03 of the Indenture), based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the information provided in such Payment Date Certificate. The information required to be delivered by such Distribution Statement may be included with other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents. (d) In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to the a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to the such Trust Certificateholder in accordance with this Section. The Owner Trustee or Certificate shall authorize and direct Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Trust Certificateholder shall be treated as cash distributed to the Certificateholder such Trust Certificateholders, at the time it is withheld by the Trust and remitted Issuer for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, direct the Paying Agent to withhold such amounts in accordance with this paragraph. (c) Any Holder Section. In the event that a Trust Certificateholder wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout‑of‑pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause shall, based on the information contained in the Servicer's Certificate Paying Agent delivered on the relevant Determination Date pursuant to distribute Section 3.8 of the Sale and Servicing Agreement withdraw the amounts deposited in into the Certificate Distribution Account pursuant to Sections 4.6(c) (if applicable) and 4.6(d) of the Sale and Servicing Agreement with respect or, if applicable, Section 5.4(b) of the Indenture on or prior to such Distribution Payment Date and make or cause to be made distributions and payments in the following order of priority: (i) to make payments first, to the Certificateholder any remaining Certificateholders, an amount deposited thereinequal to the Accrued Class B Certificate Interest, provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class B Certificate Interest, the amounts available shall be applied to the payment of such interest on the Certificates on a pro rata basis; and (ii) second, to clear and terminate the Certificateholders in reduction of the Certificate Distribution Account upon Balance, until the termination Certificate Balance has been reduced to zero; provided that if there are not sufficient funds available to reduce the Certificate Balance to zero, the amounts available shall be applied among Certificateholders to the reduction of this Agreementthe Certificate Balance on a pro rata basis. (b) On each Payment Date, the Owner Trustee shall, or shall cause the Certificate Paying Agent to, send to each Certificateholder as of the related Record Date the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraphSection 5. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the The Certificate Paying Agent will distribute to distribute each applicable Certificateholder and the X-IO Interestholder any amounts deposited in the Certificate Distribution Account payable pursuant to Sections 2.21 and 2.22 of the Sale and Servicing Agreement Indenture, subject to Section 10.03 of the Indenture, or payable in respect of the Certificates or X-IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to such Distribution Date in the following order of priority:a Residual Certificate until payment (or provision for payment) of (i) all amounts payable by the Issuer to make payments to Xxxxxx Xxx under the Certificateholder Collateral Administration Agreement (including any remaining amount deposited therein; and contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to clear the Notes and terminate the Certificate Distribution Account upon X-IO Interest under the termination of this AgreementIndenture and (iii) all amounts payable by the Issuer under the other Transaction Documents has been made in full or discharged. (b) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (to a Certificateholder or allocations of income) to the CertificateholderX-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Owner Trustee or the Certificate Paying Agent Issuer 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 the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to the Certificateholder or the X-IO Interestholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder or the X-IO Interestholder to reimburse the Issuer for such withholding (and the Certificateholder or the X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a nonNon-U.S. CertificateholderPerson), the Owner Trustee or the Certificate Paying Agent Issuer may in its sole discretion direct the Certificate Paying Agent to withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder b). In the event that the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Certificate that is organized under Issuer will reasonably cooperate with the laws of a jurisdiction outside Certificateholder or the United States shall, on X-IO Interestholder in making such claim so long as the Certificateholder or prior the X-IO Interestholder agrees to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and reimburse the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Delaware Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause shall, based on the information contained in the Servicer's Certificate Paying Agent delivered on the relevant Determination Date pursuant to distribute Section 3.9 of the Sale and Servicing Agreement withdraw the amounts deposited in into the Certificate Distribution Account pursuant to Sections 4.6(c) (if applicable) and 4.6(d) of the Sale and Servicing Agreement with respect or, if applicable, Section 5.4(b) of the Indenture on or prior to such Distribution Payment Date and make or cause to be made distributions and payments in the following order of priority: (i) to make payments first, to the Certificateholder any remaining Certificateholders, an amount deposited thereinequal to the Accrued Class B Certificate Interest, provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class B Certificate Interest, the amounts available shall be applied to the payment of such interest on the Certificates on a pro rata basis; and (ii) second, to clear and terminate the Certificateholders in reduction of the Certificate Distribution Account upon Balance, until the termination Certificate Balance has been reduced to zero; provided that if there are not sufficient funds available to reduce the Certificate Balance to zero, the amounts available shall be applied among Certificateholders to the reduction of this Agreementthe Certificate Balance on a pro rata basis. (b) On each Payment Date, the Owner Trustee shall, or shall cause the Certificate Paying Agent to, send to each Certificateholder as of the related Record Date the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraphSection 5. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, upon receipt of written instructions from the Servicer pursuant to Section 4.6 of the Sale and Servicing Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall direct the Paying Agent to, distribute to the Certificateholders, in proportion to each Certificateholder’s Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date pursuant to Section 4.6 of the Sale and Servicing Agreement and Section 2.8 of the Indenture with respect to such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, the Owner Trustee shall cause direct the Certificate Paying Agent to, make available to distribute amounts deposited in each Certificateholder the Certificate Distribution Account statement provided to the Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementDate. (bc) In the event that any withholding tax is imposed on the Trust’s any Trust payment (or allocations any allocation of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee or Certificate and each Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder Section 5.2. If a Certificateholder wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXXfor any out-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentof-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the The Certificate Paying Agent will distribute to distribute each applicable Certificateholder and the X-IO Interestholder any amounts deposited in the Certificate Distribution Account payable pursuant to Sections 2.22 and 2.23 of the Sale and Servicing Agreement Indenture, subject to Section 10.03 of the Indenture, or payable in respect of the Certificates or X- IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to such Distribution Date in the following order a Residual Certificate until payment (or provision for payment) of priority: (i) all amounts payable by the Issuer to make payments to Xxxxxx Xxx under the Certificateholder Collateral Administration Agreement (including any remaining amount deposited therein; and contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to clear the Notes and, so long as the X-IO Interest is outstanding, the X-IO Interest under the Indenture and terminate (iii) all amounts payable by the Certificate Distribution Account upon Issuer under the termination of this Agreementother Transaction Documents has been made in full or discharged. (b) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (to a Certificateholder or allocations of income) to the CertificateholderX-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Owner Trustee or the Certificate Paying Agent Issuer 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 the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to the Certificateholder or the X-IO Interestholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder or the X-IO Interestholder to reimburse the Issuer for such withholding (and the Certificateholder or the X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a nonNon-U.S. CertificateholderPerson), the Owner Trustee or the Certificate Paying Agent Issuer may in its sole discretion direct the Certificate Paying Agent to withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder b). In the event that the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Certificate that is organized under Issuer will reasonably cooperate with the laws of a jurisdiction outside Certificateholder or the United States shall, on X-IO Interestholder in making such claim so long as the Certificateholder or prior the X-IO Interestholder agrees to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and reimburse the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Delaware Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or Co-Owner Trustee shall cause direct the Certificate Paying Agent to distribute amounts deposited make the distributions and payments set forth in the Certificate Distribution Account pursuant to Sections 5.01(c) and 5.03 of the Sale and Servicing Agreement with respect to such Distribution Date from amounts on deposit in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear Note Distribution Account and terminate the Certificate Distribution Account upon the termination of this AgreementAccount, respectively. (b) On or before the third Business Day following each Distribution Date, the Owner Trustee shall cause the Paying Agent to send to each Owner the Statement to (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the Certificateholder an Owner shall be treated as cash distributed to the Certificateholder such 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-U.S. CertificateholderOwner), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder ). In the event that an Owner wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with such owner in making such claim so long as such Owner agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXXfor any out-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentof-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the The Certificate Paying Agent will distribute to distribute each applicable Certificateholder and the X-IO Interestholder any amounts deposited in the Certificate Distribution Account payable pursuant to Sections 2.22 and 2.23 of the Sale and Servicing Agreement Indenture, subject to Section 10.03 of the Indenture, or payable in respect of the Certificates or X-IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to such Distribution Date in the following order of priority:a Residual Certificate until payment (or provision for payment) of (i) all amounts payable by the Issuer to make payments to Xxxxxx Xxx under the Certificateholder Collateral Administration Agreement (including any remaining amount deposited therein; and contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to clear the Notes and, so long as the X-IO Interest is outstanding, the X-IO Interest under the Indenture and terminate (iii) all amounts payable by the Certificate Distribution Account upon Issuer under the termination of this Agreementother Transaction Documents has been made in full or discharged. (b) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (to a Certificateholder or allocations of income) to the CertificateholderX-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Owner Trustee or the Certificate Paying Agent Issuer 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 the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to the Certificateholder or the X-IO Interestholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder or the X-IO Interestholder to reimburse the Issuer for such withholding (and the Certificateholder or the X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a nonNon-U.S. CertificateholderPerson), the Owner Trustee or the Certificate Paying Agent Issuer may in its sole discretion direct the Certificate Paying Agent to withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder b). In the event that the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Certificate that is organized under Issuer will reasonably cooperate with the laws of a jurisdiction outside Certificateholder or the United States shall, on X-IO Interestholder in making such claim so long as the Certificateholder or prior the X-IO Interestholder agrees to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and reimburse the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Delaware Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the a Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause distribute to the Certificate Paying Agent Holders any funds received by the Trust with respect to distribute the Pass Through Certificate; provided, however, that any amounts deposited in the Certificate Distribution Account pursuant to Trust shall be applied first, towards the Sale payment of fees and Servicing Agreement with respect to such Distribution Date in expenses of the following order Trust (including all fees and expenses of prioritythe Owner Trustee not otherwise paid by the Depositor) and second, any remaining amount shall be applied as follows: (i) to make payments to the Certificateholder any remaining amount deposited therein; andHolder of the Series D-1 Certificate, the Series D-1 Distributions for such Distribution Date; (ii) to clear and terminate the Holders of the Series D-2 Certificates, pro rata on the basis of the Notional Amount of the Series D-2 Certificate held by each Holder, the Series D-2 Distributions for such Distribution Account upon Date; (iii) to the termination Holder of this Agreementthe Series D-3 Certificate, the Series D-3 Distributions for such Distribution Date; and (iv) if any amounts are deposited with the Trust that are neither Series D-1 Distributions nor Series D-2 Distributions nor Series D-3 Distributions, such amounts shall be distributed to the Holder of the Series D-3 Certificate. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) payments to the CertificateholderHolders, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder Holders 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 the Certificate Paying Agent Trust 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 the Certificateholder Holders shall be treated as cash distributed to the Certificateholder Holders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility the Owner Trustee receives an opinion from Federal tax counsel that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the The Certificate Paying Agent will distribute to distribute each applicable Certificateholder and the X-IO Interestholder any amounts deposited in the Certificate Distribution Account payable pursuant to Sections 2.22 and 2.23 of the Sale and Servicing Agreement Indenture, subject to Section 10.03 of the Indenture, or payable in respect of the Certificates or X- IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to such Distribution Date in the following order a Residual Certificate until payment (or provision for payment) of priority: (i) all amounts payable by the Issuer to make payments to Xxxxxx Mae under the Certificateholder Collateral Administration Agreement (including any remaining amount deposited therein; and contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to clear the Notes and, so long as the X-IO Interest is outstanding, the X-IO Interest under the Indenture and terminate (iii) all amounts payable by the Certificate Distribution Account upon Issuer under the termination of this Agreementother Transaction Documents has been made in full or discharged. (b) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (to a Certificateholder or allocations of income) to the CertificateholderX-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Owner Trustee or the Certificate Paying Agent Issuer 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 the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to the Certificateholder or the X-IO Interestholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder or the X-IO Interestholder to reimburse the Issuer for such withholding (and the Certificateholder or the X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a nonNon-U.S. CertificateholderPerson), the Owner Trustee or the Certificate Paying Agent Issuer may in its sole discretion direct the Certificate Paying Agent to withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder b). In the event that the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Certificate that is organized under Issuer will reasonably cooperate with the laws of a jurisdiction outside Certificateholder or the United States shall, on X-IO Interestholder in making such claim so long as the Certificateholder or prior the X-IO Interestholder agrees to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and reimburse the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Delaware Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred.

Application of Trust Funds. (ai) On each Distribution Deposit Date, the Owner Trustee shall cause or the Certificate Trust Paying Agent to distribute Agent, as applicable, will withdraw any amounts deposited in into the Certificate Distribution Depositor Interest Account pursuant to the Sale Article IV of each Indenture Supplement on such Deposit Date and Servicing Agreement with respect to distribute such Distribution Date in the following order of priority: (i) to make payments amounts to the Certificateholder any remaining amount deposited therein; andholders of the Depositor Interest. (ii) On each Payment Date, the Owner Trustee or the Trust Paying Agent, as applicable, based on the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Depositor Interest Account pursuant to clear Article IV of each Indenture Supplement on or before such Payment Date and terminate distribute such amounts to the Certificate Distribution Account upon holders of the termination of this AgreementDepositor Interest. (b) In Following the event that satisfaction and discharge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee or the Trust Paying Agent, as applicable, will distribute any remaining funds in the Depositor Interest Account to the holders of the Depositor Interest. (c) If any withholding tax is imposed on the TrustIssuer’s payment (or allocations of income) to the Certificateholderholders of the Depositor Interest, such tax shall will reduce the amount otherwise distributable to the Certificateholder such holder in accordance with this SectionSection 4.1(c). The Owner Trustee or Certificate the Trust Paying Agent Agent, as applicable, is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder holders of the Depositor Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Owner Trustee or the Certificate Trust Paying Agent Agent, as applicable, from contesting any such tax in appropriate proceedings 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 the Certificateholder shall holders of the Depositor Interest will be treated as cash distributed to the Certificateholder such holder at the time it is withheld by the Trust Issuer 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-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Trust Paying Agent may Agent, as applicable, may, in its sole discretion discretion, withhold such amounts in accordance with this paragraph. (c) Any Holder Section 4.1(c). If a holder of the Certificate that is organized under the laws Depositor Interest wishes to apply for a refund of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Trust Paying Agent Agent, as applicable, will reasonably cooperate with such holder in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder making such claim so long as such holder agrees to indemnify and hold reimburse the Owner Trustee and or the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Trust Paying Agent’s reliance upon , as applicable, for any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred in so cooperating.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the The Certificate Paying Agent will distribute to distribute each applicable Certificateholder and the X-IO Interestholder any amounts deposited in the Certificate Distribution Account payable pursuant to Sections 2.22 and 2.23 of the Sale and Servicing Agreement Indenture, subject to Section 10.03 of the Indenture, or payable in respect of the Certificates or X-IO Interest in accordance with Section 9.01(c). For the avoidance of doubt, no distributions will be made with respect to such Distribution Date in the following order of priority:a Residual Certificate until payment (or provision for payment) of (i) all amounts payable by the Issuer to make payments to Xxxxxx Mae under the Certificateholder Collateral Administration Agreement (including any remaining amount deposited therein; and contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to clear the Notes and, so long as the X-IO Interest is outstanding, the X-IO Interest under the Indenture and terminate (iii) all amounts payable by the Certificate Distribution Account upon Issuer under the termination of this Agreementother Transaction Documents has been made in full or discharged. (b) In the event that any withholding tax is imposed on the Trust’s Issuer's payment (to a Certificateholder or allocations of income) to the CertificateholderX-IO Interestholder, such tax shall will reduce the amount otherwise distributable to the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder or the X-IO Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust Issuer (but such authorization shall will not prevent the Owner Trustee or the Certificate Paying Agent Issuer 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 the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to the Certificateholder or the X-IO Interestholder at the time it is withheld by the Trust Issuer and remitted to the appropriate taxing authority. If the amount withheld was not withheld from actual distributions, the Issuer may, at its option, require the Certificateholder or the X-IO Interestholder to reimburse the Issuer for such withholding (and the Certificateholder or the X-IO Interestholder agrees to reimburse the Issuer promptly following such request). If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a nonNon-U.S. CertificateholderPerson), the Owner Trustee or the Certificate Paying Agent Issuer may in its sole discretion direct the Certificate Paying Agent to withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder b). In the event that the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Certificate that is organized under Issuer will reasonably cooperate with the laws of a jurisdiction outside Certificateholder or the United States shall, on X-IO Interestholder in making such claim so long as the Certificateholder or prior the X-IO Interestholder agrees to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and reimburse the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Delaware Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, if the Owner Trustee Seller and its Affiliates hold less than 100% of the Percentage Interests in the Certificates, then the Trust shall cause the Certificate Paying Agent to distribute to Certificateholders, on a pro rata basis, amounts deposited in the Certificate Distribution Account pursuant to Section 5.06 of the Sale and Servicing Agreement with respect to such Distribution Date. On each Distribution Date, if the Seller and/or its Affiliates hold 100% of the Percentage Interests in the Certificates, then the Trust shall cause the Paying Agent to distribute amounts payable pursuant to Section 5.06(b)(x) and 5.06(e)(ix) of the Sale and Servicing Agreement with respect to such Distribution Date in accordance with the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementSeller's directions. (b) On each Distribution Date, the Trust shall cause the Paying Agent to send to each Certificateholder the statement or statements provided to the Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate and the Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute shall make the distributions and payments set forth in Section 5.01 of the Sale and Servicing Agreement from amounts deposited on deposit in the Certificate Distribution Account Collection Account. (b) On or before the third Business Day following each Payment Date, the Paying Agent shall send to DTC the statement provided to the Paying Agent by the Indenture Trustee pursuant to Section 5.03 of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPayment Date. (bc) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the CertificateholderTransferor, such tax shall reduce the amount otherwise distributable to the Certificateholder Transferor in accordance with this SectionSection 5.2. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed in accordance with the instructions of the Master Servicer to retain from amounts otherwise distributable to the Certificateholder Transferor 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 the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the Certificateholder Transferor shall be treated as cash distributed to the Certificateholder Transferor 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-U.S. CertificateholderTransferor), the Owner Trustee or the Certificate Paying Agent may in its sole discretion accordance with the instructions of the Master Servicer shall withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder ). In the event that the Transferor wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with the Transferor in making such claim so long as the Transferor agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXXfor any out-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentof-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to shall distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholders, pro rata, any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement.; (b) In the event that any U.S. federal withholding tax is imposed on the Trust’s payment (or allocations of income) to the CertificateholderCertificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 U.S. federal withholding tax imposed with respect to the Certificateholder Certificateholders shall be treated as cash distributed to the Certificateholder Certificateholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that U.S. federal withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CertificateholderCertificateholders), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the a Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP IRS Form W-9 (or successor formsform) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States U.S. withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause the Certificate Trust Paying Agent to shall distribute amounts deposited to the parties due payments under the Transaction Documents for which such payments are not provided for in Section 3.4 or Section 6.6 of the Indenture and the remaining amounts to the Residual interest Certificateholder, pro rata, from amounts on deposit in the Certificate Distribution Account the amounts deposited therein pursuant to Sections 3.4 or 6.6 of the Sale and Servicing Agreement Indenture with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPayment Date. (b) On each Payment Date, the Trust Paying Agent shall send to the Residual Interest Certificateholder the statement or statements provided to the Owner Trustee by the Servicer pursuant to Section 5.5 of the Indenture with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations allocation of income) to the Residual Interest Certificateholder, such tax shall reduce the amount otherwise distributable to the Residual Interest Certificateholder in accordance with this Section. The Owner Trustee or Certificate Trust Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder Residual Interest Owner 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 the Certificate Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of if such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Residual Interest Certificateholder shall be treated as cash distributed to the such Residual Interest 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-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Trust Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause the Certificate Paying Agent shall distribute to distribute Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 5.05 of the Sale and Servicing Agreement with respect to such Distribution Payment Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the based upon each Certificateholder’s Certificate Distribution Account upon the termination of this AgreementPercentage Interest. (b) In On each Payment Date, the event that Paying Agent shall send to each Certificateholder the statement or statements provided by the Servicer pursuant to Section 5.07 of the Sale and Servicing Agreement with respect to such Payment Date. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor or a U.S. Affiliate of the Depositor is the sole Certificateholder. The Owner Trustee or Certificate the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 22 (2014-B Amended and Restated Trust Agreement) 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-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraphSection 5.2(c). (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Issuer, receives any funds from the Collection Fund (a "Distribution Date"), the Delaware Trustee shall distribute such amounts to the Certificateholder on such Distribution Date, pro rata based upon their Percentage Interests. All such funds to be distributed to the Owner Delaware Trustee shall cause the Certificate Paying Agent to distribute amounts deposited be wired in the Certificate Distribution Account pursuant accordance with wiring instructions provided to the Sale and Servicing Agreement with respect to such Distribution Date in Indenture Trustee by the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementDelaware Trustee. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Delaware Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Delaware Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the such Certificateholder at the time it is withheld by the Trust and to be 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-U.S. Certificateholder), the Owner Delaware Trustee or the Certificate Paying Agent may in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder ). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date Delaware Trustee shall reasonably cooperate with such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), Certificateholder in making such claim so long as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder Certificateholder agrees to indemnify and hold reimburse the Owner Delaware Trustee and the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to shall distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement; (b) Notwithstanding the foregoing, the Certificate Paying Agent shall distribute amounts deposited in the Certificate Distribution Account on the Distribution Date solely to the extent the Certificate Distribution Account is funded by 12:00 P.M., eastern standard time on the Distribution Date. Amounts received in the Certificate Distribution Account after 12:00 P.M. eastern standard time on the Distribution Date will be distributed without interest as soon as practicable, but no later than one (1) business day after receipt thereof. (bc) In the event that any U.S. federal withholding tax is imposed on the Trust’s payment (or allocations of income) to the CertificateholderCertificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 U.S. federal withholding tax imposed with respect to the Certificateholder Certificateholders shall be treated as cash distributed to the Certificateholder Certificateholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that U.S. federal withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (cd) Any Holder of the a Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP IRS Form W-9 (or successor formsform) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States U.S. withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute shall make the distributions and payments set forth in Section 5.01 of the Sale and Servicing Agreement from amounts deposited on deposit in the Certificate Distribution Account Collection Account. (b) On or before the third Business Day following each Payment Date, the Paying Agent shall send to DTC the statement provided to the Paying Agent by the Indenture Trustee pursuant to Section 5.03 of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPayment Date. (bc) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the CertificateholderTransferor, such tax shall reduce the amount otherwise distributable to the Certificateholder Transferor in accordance with this SectionSection 5.2. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed in accordance with the instructions of the Master Servicer to retain from amounts otherwise distributable to the Certificateholder Transferor 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 the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the Certificateholder Transferor shall be treated as cash distributed to the Certificateholder Transferor 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-U.S. CertificateholderTransferor), the Owner Trustee or the Certificate Paying Agent may in its sole discretion accordance with the instructions of the Master Servicer shall withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder ). In the event that the Transferor wishes to apply for a refund of the Certificate that is organized under the laws of a jurisdiction outside the United States shallany such withholding tax, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide shall reasonably cooperate with the Transferor in making such claim so long as the Transferor agrees to reimburse the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXXfor any out-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentof-pocket expenses incurred.

Application of Trust Funds. (a) On each date that the Delaware Trustee, on behalf of the Issuer, receives any funds from the Surplus Fund (a "Distribution Date"), the Delaware Trustee shall distribute such amounts to the Certificateholder on such Distribution Date, pro rata based upon their Percentage Interests. All such funds to be distributed to the Owner Delaware Trustee shall cause the Certificate Paying Agent to distribute amounts deposited be wired in the Certificate Distribution Account pursuant accordance with wiring instructions provided to the Sale and Servicing Agreement with respect to such Distribution Date in Indenture Trustee by the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementDelaware Trustee. (b) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Delaware Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Delaware Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the such Certificateholder at the time it is withheld by the Trust and to be 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-U.S. Certificateholder), the Owner Delaware Trustee or the Certificate Paying Agent may in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder ). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date Delaware Trustee shall reasonably cooperate with such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), Certificateholder in making such claim so long as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder Certificateholder agrees to indemnify and hold reimburse the Owner Delaware Trustee and the Certificate Paying Agent harmless against all claims or liability of for any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agentout-of-pocket expenses incurred.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder Certificateholders any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the a Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (iA) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(AB) (i) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (Bii) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Trust Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (iA) and (iiB) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Trust Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause direct the Certificate Paying Agent to distribute to the Holders of the Residual Interest Certificates, from amounts deposited on deposit in the Certificate Distribution Account pursuant to Account, the distributions as provided in Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Payment Date. All distributions of amounts due on or in respect of the Residual Interest Certificates shall be made pro rata to the Certificateholders. The Owner Trustee hereby directs the Certificate Paying Agent to distribute on each Payment Date to the Holder of the Residual Interest Certificate amounts on deposit in the following order Certificate Account in accordance with Section 5.08 of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear Sale and terminate Servicing Agreement and the Certificate Distribution Account upon the termination of this AgreementPaying Agent hereby acknowledges such direction. (b) All payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds, including Net Proceeds from the Notes, of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or proceeds. The Bank shall not be liable to the Certificateholders, the Indenture Trustee or the Administrator for any amounts payable pursuant to this Section 4.02 except to the extent that non-payment is due to the Owner Trustee’s acts or omissions amounting to willful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Trust’s payment distributions (or allocations of income) to the CertificateholderCertificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Owner Certificate Paying Agent, if instructed by the Master Servicer, the Indenture Trustee or Certificate Paying Agent Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholder Certificateholders sufficient funds (as determined by the Master Servicer, the Indenture Trustee or Owner Trustee) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the such Certificateholder at the time it is withheld by the Trust Certificate Paying Agent 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole own discretion withhold such amounts in accordance with this paragraphparagraph (c). In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred. (cd) Any Holder Distributions to Certificateholders shall be subordinated to the creditors of the Certificate that is organized under Trust, including, without limitation, the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying AgentNoteholders.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent will distribute to distribute Certificateholders, on a pro rata basis, amounts deposited in the Certificate Distribution Account pursuant to Section 5.06 of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementDate. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement or statements provided to the Owner Trustee by the Servicer pursuant to Section 5.13 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. paragraph (c) ). Any Holder of the a Trust Certificate that which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (ia) shall so notify the Owner Trustee and the Certificate Paying Agent and Trustee, (ii)(Ab) (i) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX1001, X-0XXX-X4224, X-0XXX 8709 or W-8EXP (or successor forms)W-8, as appropriate, or (Bii) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Trust Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (ia) and (iib) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Trust Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s 's reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying AgentTrustee.

Application of Trust Funds. (a) On The Certificate Paying Agent shall distribute on each Payment Date to the Holders amounts on deposit in the Certificate Distribution Date, Account. All distributions of amounts due on or in respect of the Owner Trustee Trust Certificates shall cause be made to the Certificateholders, pro rata, based upon their Percentage Interests in the Owner Trust Certificates. (b) All payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds of the Trust Estate and only to distribute amounts deposited in the extent that the Certificate Distribution Account Paying Agent has received such income or proceeds. The Certificate Paying Agent shall not be liable to the Trust, any Holder, the Indenture Trustee or the Owner Trustee for any amounts payable pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments this Section 4.02 except to the Certificateholder any remaining amount deposited therein; and (ii) extent that non-payment is due to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPaying Agent's acts or omissions amounting to willful misconduct or gross negligence. (bc) In the event that any withholding tax is imposed on the Trust’s payment distributions (or allocations of income) to the CertificateholderCertificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Owner Trustee or Certificate Paying Agent Agent, if instructed by the Securities Administrator, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholder Certificateholders sufficient funds (as determined by the Securities Administrator) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Securities Administrator from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the such Certificateholder at the time it is withheld by the Trust Certificate Paying Agent 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole own discretion withhold such amounts in accordance with this paragraphparagraph (c). In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Securities Administrator shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Securities Administrator for any out-of-pocket expenses incurred. (cd) Any Holder Distributions to the Holders shall be subordinated to the creditors of the Certificate that is organized under Trust, including, without limitation, the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee Noteholders and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute to Certificateholders amounts deposited in the Certificate Interest Distribution Account and amounts deposited in the Certificate Principal Distribution Account pursuant to Section 5.06 of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority:Date. (ib) On each Distribution Date, the Owner Trustee shall cause the Paying Agent to make payments send to each Certificateholder the statement or statements provided to the Certificateholder any remaining amount deposited therein; andOwner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (iic) On each Distribution Date, the holder of the Residual Interest shall be entitled to clear receive amounts distributable to Huntington pursuant to the Sale and terminate the Certificate Distribution Account upon the termination of this Servicing Agreement. (bd) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the a Certificateholder shall be treated as cash distributed to the 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) . Any Holder of the a Trust Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (ia) shall so notify the Owner Trustee and the Certificate Paying Agent and Agent, (ii)(Ab) (i) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX1001, X-0XXX-X4224, X-0XXX 8709 or W-8EXP W-8 (or successor forms), as appropriate, or (Bii) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the a Trust Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (ia) and (iib) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the a Trust Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s 's and the Certificate Paying Agent’s 's reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On The Certificate Paying Agent shall distribute on each Payment Date to the Holders amounts on deposit in the Certificate Distribution Date, Account. All distributions of amounts due on or in respect of the Owner Trustee Trust Certificates shall cause be made to the Certificateholders, pro rata, based upon their Percentage Interests in the Owner Trust Certificates. (b) All payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds of the Trust Estate and only to distribute amounts deposited in the extent that the Certificate Distribution Account Paying Agent has received such income or proceeds. The Certificate Paying Agent shall not be liable to the Trust, any Holder, the Indenture Trustee or the Owner Trustee for any amounts payable pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments this Section 4.02 except to the Certificateholder any remaining amount deposited therein; and (ii) extent that non-payment is due to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPaying Agent’s acts or omissions amounting to willful misconduct or gross negligence. (bc) In the event that any withholding tax is imposed on the Trust’s payment distributions (or allocations of income) to the CertificateholderCertificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this SectionSection 4.02. The Owner Trustee or Certificate Paying Agent Agent, if instructed by the Securities Administrator, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholder Certificateholders sufficient funds (as determined by the Securities Administrator) for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Securities Administrator from contesting any such tax in appropriate proceedings 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 the a Certificateholder shall be treated as cash distributed to the such Certificateholder at the time it is withheld by the Trust Certificate Paying Agent 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole own discretion withhold such amounts in accordance with this paragraphparagraph (c). In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Securities Administrator shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Securities Administrator for any out-of-pocket expenses incurred. (cd) Any Holder Distributions to the Holders shall be subordinated to the creditors of the Certificate that is organized under Trust, including, without limitation, the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee Noteholders and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee shall cause the Certificate Trust Paying Agent to shall distribute amounts deposited to the parties due payments under the Transaction Documents for which such payments are not provided for in Section 3.4 or Section 6.6 of the Indenture and the remaining amounts to the Residual Interest Owner, pro rata, from amounts on deposit in the Certificate Distribution Account the amounts deposited therein pursuant to Sections 3.4 or 6.6 of the Sale and Servicing Agreement Indenture with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPayment Date. (b) On each Payment Date, the Trust Paying Agent shall send to the Residual Interest Owner the statement or statements provided to the Owner Trustee by the Servicer pursuant to Section 5.5 of the Indenture with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations allocation of income) to the CertificateholderResidual Interest Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Residual Interest Owner in accordance with this Section. The Owner Trustee or Certificate Trust Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder Residual Interest Owner 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 the Certificate Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of if such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Certificateholder Residual Interest Owner shall be treated as cash distributed to the Certificateholder such Residual Interest 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-U.S. Certificateholder)distribution, the Owner Trustee or the Certificate Trust Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. paragraph (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

Application of Trust Funds. (a) On each Distribution Payment Date, the Servicer, or Paying Agent hereunder, will distribute to the Owners, on a pro rata basis, amounts distributed with respect to the Trust Interest under the Basic Documents pursuant to terms of the Sale and Servicing Agreement and other Basic Documents with respect to such Payment Date. (b) On each Payment Date, the Servicer on behalf of the Owner Trustee shall cause send to each Owner, the Certificate Paying Agent statement or statements provided to distribute amounts deposited in the Certificate Distribution Account Indenture Trustee by the Servicer pursuant to Section 3.04(b) of the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this AgreementPayment Date. (bc) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to the Certificateholder, an Owner such tax shall reduce the amount otherwise distributable to the Certificateholder such Owner, in accordance with this Section. The Owner Trustee Servicer, or Certificate Paying Agent hereunder, is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder 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 the 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 the Certificateholder an Owner, shall be treated as cash distributed to the Certificateholder such 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-U.S. CertificateholderOwner), the Owner Trustee or the Certificate Paying Agent Servicer may in its sole discretion withhold such amounts in accordance with this paragraph. (c) . Any Holder of the Certificate Owner that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder Owner becomes a Holderan Owner, (ia) shall so notify the Owner Trustee and the Certificate Paying Agent and Trustee, (ii)(Ab) (i) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX1001, X-0XXX-X4224, X-0XXX 8709 or W-8EXP (or successor forms)W-8, as appropriate, or (Bii) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder Owner agrees by its acceptance of the a Trust Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (ia) and (iib) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder Owner by its acceptance of the a Trust Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s 's reliance upon any documents, forms or information provided by any Holder Owner to the Owner Trustee and the Certificate Paying AgentTrustee.