Common use of Application of Trust Funds Clause in Contracts

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Law, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause is hereby directed to be deposited, distribute on each Payment Date to the Holders of the Trust Certificates amounts on deposit in the Certificate Distribution Account all funds received by the Issuer pursuant with respect to such Payment Date and payable to such Class of Certificates in accordance with Section 5.04(a) 3.22 of the Sale and Servicing Agreement and the Certificate Paying Agent hereby acknowledges such direction. All distributions of amounts due on or the terms in respect of the Indenture. All funds held Trust Certificates shall be made to the Trust Certificateholders pro rata, based upon their Percentage Interests in the Certificate Distribution Account shall Trust Certificates. (b) All payments to be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing made under this Agreement or Section 5.04(b) of the Indenture, by the Certificate Paying Agent shall distribute be made only from the income and proceeds, including net proceeds from the sale of the Offered Securities, of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or cause to proceeds. The Certificate Paying Agent shall not be distributed, liable to the Certificateholders, ratably, in proportion the Indenture Trustee or the Administrator for any amounts payable pursuant to each Certificateholder’s Percentage Interest, this Section 4.02 except to the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided extent that non-payment is due to the Certificate Paying Agent by the Servicer pursuant Agent’s acts or omissions amounting to Section 4.09 of the Sale and Servicing Agreementwillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Issuer’s payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to such Certificateholder the Certificateholders in accordance with this SectionSection 4.02. The Owner Trustee and Certificate Paying Agent are Agent, if instructed by the Master Servicer or Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Master Servicer or Owner Trustee) for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Trust from contesting any such tax in appropriate Proceedings proceedings, and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion shall withhold such amounts in accordance with this Sectionparagraph (c). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent Administrator shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent Administrator for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior Distributions to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request Holders of the IssuerTrust Certificates shall be subordinated to the creditors of the Trust, including, without limitation, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis Noteholders and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause will distribute to be deposited, in each applicable Certificateholder and the Certificate Distribution Account all funds received by the Issuer X-IO Interestholder any amounts payable pursuant to Section 5.04(a) of the Sale Sections 2.21 and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) 2.22 of the 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 a Residual Certificate Paying Agent shall distribute until payment (or cause provision for payment) of (i) all amounts payable by the Issuer to be distributedXxxxxx Mae under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to the Certificateholders, ratably, Notes and the X-IO Interest under the Indenture and (iii) all amounts payable by the Issuer under the other Transaction Documents has been made in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accountfull or discharged. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a CertificateholderCertificateholder or the X-IO Interestholder, such tax shall will reduce the amount otherwise distributable to such the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder or the X-IO Interestholder sufficient funds for the payment of any such withholding tax that is legally owed by the 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 proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to such the Certificateholder or the X-IO Interestholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Non-U.S. Person), 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 Sectionparagraph (b). If a In the event that the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall Issuer will reasonably cooperate with such the Certificateholder or the X-IO Interestholder in making such claim so long as such the Certificateholder or the X-IO Interestholder agrees to reimburse the Owner Trustee and each Certificate Paying Agent or the Delaware Trustee for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Paying Agent shall deposit, or cause to be deposited, (based on the information contained in the Servicer’s Certificate Distribution Account all funds received by delivered on the Issuer pursuant to Section 5.04(arelated Determination Date) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratablyon a pro rata basis, in proportion to each Certificateholder’s Percentage Interest, the funds amounts on deposit in the Certificate Distribution Account. (b) On each Payment Distribution Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send (or shall cause to be sent) to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to statement described in Section 4.09 2.17(a) of the Sale and Servicing Agreement. (c) In the event that If any withholding tax is imposed on distributions of the Issuer’s payment Owner Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust in respect of any distribution (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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Trust, the Owner Trustee and each the Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds pro rata to or at the order of the Certificateholders. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, in upon receipt from the Certificate Distribution Account all funds received by the Issuer Servicer of a distribution statement pursuant to Section 5.04(a4.09(a) of the Sale and Servicing Agreement Agreement, the Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the terms of Paying Agent to, distribute to the Indenture. All funds held Certificateholders, in proportion to each Certificateholder's Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) 4.06 of the Sale and Servicing Agreement or and Section 5.04(b) 2.08 of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Distribution Date, the Certificate Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to, send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate any Paying Agent from contesting any such tax in appropriate Proceedings proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedingsproceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate any Paying Agent may in its sole discretion may, but shall not be obligated to, withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. Upon request of the Depositor, the Owner Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.5 of the Servicing Supplement. If the Trust Distribution Account has been established: (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant to each Certificateholder Sections 8.2(b)(ix), 8.2(c)(vi) and 8.2(d)(vii) of the Indenture on or record the Servicer’s Monthly Certificate provided before such Payment Date and distribute such amounts to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 holder of the Sale Residual Interest. (b) Following the satisfaction and Servicing Agreementdischarge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds on deposit in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. Upon request of the Depositor, the Owner Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.5 of the Servicing Supplement. If the Trust Distribution Account has been established: (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant to each Certificateholder Sections 8.2(b)(ix), 8.2(c)(vi) and 8.2(d)(x) of the Indenture on or record the Servicer’s Monthly Certificate provided before such Payment Date and distribute such amounts to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 holder of the Sale Residual Interest. (b) Following the satisfaction and Servicing Agreementdischarge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance and paid 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. Upon request of the Depositor, the Owner Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.5 of the Servicing Supplement. If the Trust Distribution Account has been established: (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant to each Certificateholder Sections 8.2(b)(xi), 8.2(c)(vii) and 8.2(d)(xii) of the Indenture on or record the Servicer’s Monthly Certificate provided before such Payment Date and distribute such amounts to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 holder of the Sale Residual Interest. (b) Following the satisfaction and Servicing Agreementdischarge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance and paid 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in Deposits into the Certificate Distribution Account shall be held uninvested pending distribution to made in accordance with the Certificateholdersprovisions of the Indenture and this Agreement. On each Payment Date or other Business Day on which amounts are deposited into the Date, after a Certificate Distribution Account pursuant to Section 5.04(a) of has been established in accordance with the Sale and Servicing Agreement or Section 5.04(b) terms of the Indenture, the Certificate Paying Agent shall withdraw from the Certificate Distribution Account and distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to pro rata based on the Percentage Interest of each Certificateholder’s Percentage Interest, all funds received in accordance with the funds on deposit in provisions of the Certificate Distribution Account. (b) On each Payment DateIndenture and this Agreement. Subject to the lien of the Indenture, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs promptly distribute to each Certificateholder or record the Servicer’s Monthly Certificate provided to Certificateholders all other amounts (if any) received by the Certificate Paying Agent on behalf of the Issuer in respect of the Trust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, the Certificate Paying Agent shall distribute all amounts received (if any) by the Servicer pursuant to Section 4.09 Owner Trustee on behalf of the Sale and Servicing Issuer in respect of the Trust Estate in accordance with the provisions of this Agreement. (c) In the event that . If any withholding tax is imposed on the Issuer’s any Issuer payment (to, or allocations of income) to is imposed on any allocable Issuer income of, a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate Paying Agent are is hereby authorized and directed to retain withhold from amounts otherwise allocable or distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)or income allocation, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.1. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, in upon receipt from the Certificate Distribution Account all funds received by the Issuer Servicer of an Investor Report pursuant to Section 5.04(a) 3.10 of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureAgreement, the Certificate Owner Trustee shall, directly or through a Paying Agent shall Agent, distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Certificate Percentage Interest, the funds on deposit amounts deposited in the Certificate Collection Account on such Distribution AccountDate pursuant to Section 4.04 of the Sale and Servicing Agreement and payable to the Certificateholders pursuant to Section 2.08 of the Indenture. (b) On each Payment Distribution Date, the Certificate Owner Trustee shall, directly or through a Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs Agent, send to each Certificateholder or of record the Servicer’s Monthly Certificate related Investor Report provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 3.10 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate any Paying Agent from contesting any such tax in appropriate Proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance to the appropriate taxing authority. If the Owner Trustee or a Paying Agent determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate any Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Law, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 a. Certificateholder who is not a United States Person), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Payment Date, the Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent shall deposit, or cause to be deposited, distribute to the Servicer and the Residual Interestholders from amounts on deposit in the Certificate Distribution Account all funds received by the Issuer pursuant to distributions as provided in Section 5.04(a5.02(b) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution with respect to the Certificateholders. On each such Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDate. (b) On each Payment Date, the Certificate Owner Trustee shall cause the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to send to DTC and each Certificateholder or record Residual Interestholder the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 6.01 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to such Certificateholder the Owner in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If there is the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who an Owner (or any other beneficial owner of the Owner Trust) that is not a United States PersonU.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8, Form 1001 or Form 4224), the Owner Trustee or the Certificate Paying Agent may shall in its sole discretion withhold such amounts as it determines are required to be withheld in accordance with this Sectionparagraph (c). If a Certificateholder In the event that an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause the Eligible Lender Trustee will distribute to be depositedthe holder of the Trust Certificate, in amounts received from the Certificate Distribution Account all funds received by the Issuer Indenture Trustee pursuant to Section 5.04(a) Sections 5.05 of the Sale and Servicing Agreement Agreement, or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date Sections 5.04(b) or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b5.04(c) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributedas applicable, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate such Distribution AccountDate. (b) On each Payment Distribution Date, the Eligible Lender Trustee shall send to the holder of the Trust Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs a copy of the statement sent to each Certificateholder or record the Servicer’s Monthly Certificate Noteholders and provided to the Certificate Paying Agent Eligible Lender Trustee by the Servicer Administrator pursuant to Section 4.09 5.07 of the Sale and Servicing AgreementAgreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderholder of the Trust Certificate, such tax shall reduce the amount otherwise distributable to such Certificateholder holder in accordance with this Section. The Owner Eligible Lender Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Trust Certificate sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Eligible Lender Trustee or the Certificate Paying Agent from contesting any such tax in appropriate Proceedings proceedings, and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder holder of the Trust Certificate shall be treated as cash distributed to such Certificateholder holder of the Trust Certificate at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-U.S. holder of the Trust Certificate), the Owner Eligible Lender Trustee or the Certificate Paying Agent may in its sole discretion may (but unless otherwise required by law shall be obligated to) withhold such amounts in accordance with this Sectionparagraph (c). If In the event that a Certificateholder holder of the Trust Certificate wishes to apply for a refund of any such withholding tax, the Owner Eligible Lender Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder of the Trust Certificate agrees to reimburse the Owner Eligible Lender Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) the terms of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) Notwithstanding any provision of this Agreement to the contrary, on the Closing Date the Paying Agent on behalf of the Issuer shall remit to the Reserve Account (to the extent that the Issuer has received sufficient funds from net proceeds of the issuance of the Notes) an amount equal to the Initial Reserve Account Deposit Amount. (c) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (cd) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate or Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Law, pending the outcome of such Proceedingsproceedings, it being understood that neither the Owner Trustee nor any Paying Agent provided they shall have any duty no obligation to contest such amountsdo so). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableparagraph. (de) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person Certificateholder becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Internal Revenue Service Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (ef) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person Certificateholder becomes a CertificateholderCertificateholder , (ia) so notify the Owner Trustee and the Certificate Paying Agent, and (iib) (Ai) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service Form W-8BEN, Form W-8ECI or other applicable IRS Internal Revenue Service Form 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 Certificateholder agrees by its acceptance of 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 (ia) and (iib) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in Deposits into the Certificate Distribution Account shall be held uninvested pending distribution to made in accordance with the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) provisions of the Sale Indenture and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) this Agreement. On each Payment Date, the Certificate Paying Agent shall make available withdraw from the Certificate Distribution Account and distribute to the Certificateholders, pro rata based on its website at xxxx://xxx.xxxxxx.xxx/abs the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and this Agreement. Subject to each Certificateholder or record the Servicer’s Monthly Certificate provided to Lien of the Indenture, the Certificate Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any) received by the Servicer pursuant to Section 4.09 Certificate Paying Agent on behalf of the Sale and Servicing Issuer in respect of the Trust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, the Certificate Paying Agent shall distribute all amounts received (if any) by the Owner Trustee on behalf of the Issuer in respect of the Trust Estate in accordance with the provisions of this Agreement. (c) In the event that . If any withholding tax is imposed on the Issuer’s any Issuer payment (to, or allocations of income) to is imposed on any allocable Issuer income of, a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate Paying Agent are is hereby authorized and directed to retain withhold from amounts otherwise allocable or distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)or income allocation, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.1. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) the terms of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) Notwithstanding any provision of this Agreement to the contrary, on the Closing Date the Paying Agent on behalf of the Issuer shall remit, or cause to be remitted, to the Reserve Account (to the extent that the Issuer has received sufficient funds from net proceeds of the issuance of the Notes) an amount equal to the Initial Reserve Account Deposit Amount. (c) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (cd) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate or Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Law, pending the outcome of such Proceedingsproceedings, it being understood that neither the Owner Trustee nor any Paying Agent provided they shall have any duty no obligation to contest such amountsdo so). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableparagraph. (de) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person Certificateholder becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Internal Revenue Service Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (ef) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person Certificateholder becomes a CertificateholderCertificateholder , (ia) so notify the Owner Trustee and the Certificate Paying Agent, and (iib) (Ai) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Internal Revenue Service Form W-8 (or successor forms) ), 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 Certificateholder agrees by its acceptance of 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 (ia) and (iib) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, in upon receipt from the Certificate Distribution Account all funds received by the Issuer Master Servicer of a distribution statement pursuant to Section 5.04(a4.10(a) of the Sale and Servicing Agreement Agreement, the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution Paying Agent to distribute to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Certificate Percentage Interest, the funds on deposit amounts deposited in the Certificate Payment Account on such Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer Date pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement and Section 2.08 of the Indenture. (b) On each Distribution Date, the Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Owner Trustee by the Master Servicer pursuant to Section 4.10 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate any Paying Agent from contesting any such tax in appropriate Proceedings proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedingsproceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate any Paying Agent may in its sole discretion may, but shall not be obligated to, withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each Monthly Payment Date, the Owner Trustee shall depositdistribute to the Residual Interestholder amounts, or cause to be deposited, in if any received from the Certificate Distribution Account all funds received by the Issuer Indenture Trustee pursuant to Section 5.04(a5.06(b) of the Sale Transfer and Servicing Agreement with respect to such Monthly Payment Date or the terms received pursuant to Section 5.04 of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Monthly Payment Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the Residual Interestholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 5.08 of the Sale Transfer and Servicing AgreementAgreement with respect to such Monthly Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a CertificateholderResidual Interestholder, such tax shall reduce the amount otherwise distributable to such Certificateholder the Residual Interestholder in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Residual Interestholder's sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder Residual Interestholder shall be treated as cash distributed to such Certificateholder the Residual Interestholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Residual Interestholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableparagraph (c). (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each date that the Delaware Trustee, on behalf of the Trust, receives any funds pursuant to the Indenture (a “Distribution Date”), the Delaware Trustee shall depositfirst pay to itself from such funds the Delaware Trustee’s fees, expenses, indemnities and other amounts not otherwise paid or cause reimbursed to the Delaware Trustee pursuant to the Indenture or otherwise as to which the Delaware Trustee is entitled to be depositedpaid or reimbursed hereunder, and second distribute the remaining amount to the Certificateholders on such Distribution Date, pro rata based upon their Percentage Interests. All such funds to be distributed to the Delaware Trustee shall be wired in accordance with wiring instructions provided to the Certificate Distribution Account all funds received Indenture Trustee by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDelaware Trustee. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Delaware Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-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 Sectionparagraph (b). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Delaware Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Delaware Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause is hereby directed to be deposited, distribute to the Certificateholders on each Payment Date amounts on deposit in the Certificate Distribution Account all funds received by with respect to such Payment Date and payable to the Issuer pursuant to Certificates in accordance with Section 5.04(a) 3.22 and Section 4.1 of the Sale and Servicing Agreement or and the terms of the IndentureCertificate Paying Agent hereby acknowledges such direction. All funds held The Certificate Paying Agent shall pay amounts in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On on each Payment Date or up to the Released Principal Amount for such Payment Date to the Holder of the Trust Certificate and shall pay all other Business Day on which amounts are deposited into in the Certificate Distribution Account pursuant on each Payment Date to Section 5.04(a) the Holder of the Sale and Servicing Class X Certificate. (b) All payments to be made under this Agreement or Section 5.04(b) of the Indenture, by the Certificate Paying Agent shall distribute be made only from the income and proceeds, including net proceeds from the sale of the Offered Securities, of the Trust Estate and only to the extent that the Certificate Paying Agent has received such income or cause to proceeds. The Certificate Paying Agent shall not be distributed, liable to the Certificateholders, ratably, in proportion the Indenture Trustee or the Administrator for any amounts payable pursuant to each Certificateholder’s Percentage Interest, this Section 4.02 except to the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided extent that non-payment is due to the Certificate Paying Agent by the Servicer pursuant Agent’s acts or omissions amounting to Section 4.09 of the Sale and Servicing Agreementwillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Issuer’s payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to such Certificateholder the Certificateholders in accordance with this SectionSection 4.02. The Owner Trustee and Certificate Paying Agent are Agent, if instructed by the Master Servicer or Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Master Servicer or Owner Trustee) for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Trust from contesting any such tax in appropriate Proceedings proceedings, and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion shall withhold such amounts in accordance with this Sectionparagraph (c). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent Administrator shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent Administrator for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior Distributions to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request Holders of the IssuerCertificates shall be subordinated to the creditors of the Trust, including, without limitation, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis Noteholders and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each date that the Delaware Trustee, on behalf of the Trust, receives any funds from the Collection Fund (a "Distribution Date"), the Delaware Trustee shall depositdistribute such amounts to the Certificateholder on such Distribution Date, or cause pro rata based upon their Percentage Interests. All such funds to be deposited, distributed to the Delaware Trustee shall be wired in accordance with wiring instructions provided to the Certificate Distribution Account all funds received Trustee by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDelaware Trustee. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Delaware Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-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 Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Delaware Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Delaware Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (dc) Any Certificateholder that is a United States Person shall, on or prior to On the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerClosing Date, the Owner Trustee or Certificateholder shall receive all amounts received by the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify Trust from the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and Counterparty under the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this SectionInterest Rate Cap Derivative Product Agreement. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositUpon request of the Depositor, or cause to be deposited, in the Certificate Owner Trustee will establish and maintain the Trust Distribution Account all funds received by the Issuer pursuant to as provided in Section 5.04(a) 4.1 of the Sale and Servicing Agreement or Agreement. If the terms of the Indenture. All funds held in the Certificate Trust Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account.has been established: (ba) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant to each Certificateholder Sections 8.2(c)(viii), 8.2(d)(v) and 8.2(e)(viii) of the Indenture on or record the Servicer’s Monthly Certificate provided before such Payment Date and distribute such amounts to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 holder of the Sale Residual Interest. (b) Following the satisfaction and Servicing Agreementdischarge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds on deposit in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs xxxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Law, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicablethat they incur. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent Distributions on the Certificates shall deposit, or cause to be deposited, made on behalf of the Trust in accordance with the Certificate Distribution Account all funds received by provisions of the Issuer pursuant to Section 5.04(a) of Indenture and the Sale and Servicing Agreement or the terms of the IndentureAgreement. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution Subject to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) lien of the Indenture, the Certificate Paying Agent Owner Trustee shall promptly distribute to the Certificateholders all other amounts (if any) received by the Owner Trustee on behalf of the Issuer in respect of the Trust Estate. After the termination of the Indenture in accordance with its terms, the Owner Trustee shall distribute or cause to be distributed, to all amounts received (if any) by the Owner Trustee on behalf of the Trust in respect of the Trust Estate at the direction of the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that . If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.1. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Monthly Distribution Date, based upon the Servicer’s Accounting for such Monthly Distribution Date, the Owner Trustee (or the Paying Agent on its behalf) shall deposit, or cause distribute to be deposited, the Certificateholders of each class of Certificates the amounts deposited in the Certificate Distribution Account all funds received by the Issuer with respect to such class of Certificates pursuant to Section 5.04(a) 4.5 of the Trust Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate with respect to such Monthly Distribution Account shall be held uninvested pending distribution Date pro rata to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) Certificates of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accountsuch class. (b) On each Payment Monthly Distribution Date, the Certificate Owner Trustee (or the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs behalf) shall include with each distribution to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Owner Trustee (or the Paying Agent on its behalf) by the Servicer pursuant to Section 4.09 4.8 of the Trust Sale and Servicing AgreementAgreement for such class of Certificates in respect of such Monthly Distribution Date setting forth, among other things, the amount of the distribution allocable to Certificate Balance and to interest, the Certificate Balance after giving effect to such distribution, and the Monthly Servicing Fee with respect to the Monthly Distribution Date or the related Collection Period, as applicable, each since the last statement so provided to such Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee so long as the Seller is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the IssuerTrust’s payment distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee (or the Paying Agent on its behalf) shall not have an obligation to withhold any such amount so long as the Seller is the sole Certificateholder. The Owner Trustee and Certificate (or the Paying Agent are on its behalf) is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee (or the Certificate Paying Agent on its behalf) may in its sole discretion withhold such amounts in accordance with this Sectionsubsection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositUpon request of the Depositor, or cause to be deposited, in the Certificate Owner Trustee will establish and maintain the Trust Distribution Account all funds received by the Issuer pursuant to as provided in Section 5.04(a) 4.1 of the Sale and Servicing Agreement or Agreement. If the terms of the Indenture. All funds held in the Certificate Trust Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account.has been established: (ba) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant to each Certificateholder Sections 8.2(c)(xiii), 8.2(d)(viii) and 8.2(e)(xiv) of the Indenture on or record the Servicer’s Monthly Certificate provided before such Payment Date and distribute such amounts to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 holder of the Sale Residual Interest. (b) Following the satisfaction and Servicing Agreementdischarge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds on deposit in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, the Owner Trustee will distribute amounts deposited in the Certificate Distribution Account all funds received by pursuant to Sections 5.04 and 5.05 of the Issuer Sale and Servicing Agreement on or before such Distribution Date as follows: (i) to the Certificateholder, to the extent necessary to reduce the Certificate Balance of the Certificate to zero, an amount equal to the excess if any, of the Regular Principal Distribution Amount for such Distribution Date over amounts distributable to the Noteholders pursuant to Section 5.04(a5.04(c) of the Sale and Servicing Agreement or on such Distribution Date; and (ii) to the terms of the Indenture. All Seller, any remaining funds held on deposit in the Certificate Distribution Account shall be held uninvested pending after distribution to the Certificateholders. Certificateholder pursuant to the clause (i) above. (b) On each Payment Date or other Business Day on which amounts are deposited into Distribution Date, the Certificate Distribution Account Owner Trustee shall send to the Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.04(a5.07(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate such Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderthe Owner, such tax shall reduce the amount otherwise distributable to such Certificateholder the Owner in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owner sufficient funds for the payment of any such withholding tax that is legally owed or required to be withheld by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder the Owner shall be treated as cash distributed to such Certificateholder the Owner at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionclause (c). If a Certificateholder In the event that the Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder the Owner in making such claim so long as such Certificateholder the Owner agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureDate, the Certificate Trust Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratablyon the basis of their respective Percentage Interests, in proportion to each Certificateholder’s Percentage Interest, the funds all amounts then on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Trust Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record Certificateholders the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer Indenture Trustee pursuant to Section 4.09 2.08(d) of the Sale and Servicing AgreementIndenture with respect to such Payment Date. If the Trust Paying Agent is an entity other than the Indenture Trustee, the Owner Trustee shall provide a copy of such statement to the Trust Paying Agent to enable it to perform its duties under this Section 5.2(b). (c) In the event that any withholding tax is imposed under federal, state, or local law on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee Trustee, and Certificate the Trust Paying Agent are on its behalf, is hereby authorized and directed to retain in the Certificate Distribution Account from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither proceedings). The Certificate Registrar will provide the Owner Trustee nor any Trust Paying Agent shall have with a statement indicating the amount of any duty to contest such amounts)withholding tax. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authorityauthority from the Certificate Distribution Account at the direction of the Owner Trustee or the Trust Paying Agent on its behalf. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Non-U.S. Person), the Owner Trustee or the Certificate Trust Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each the Trust Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior Notwithstanding anything to the date that such Person becomes a Certificateholdercontrary herein, (i) provide at any time after the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it Indenture is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuerno longer in effect but while this Agreement remains in effect, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Trust Paying Agent shall be fully protected in relying uponentitled to receive, from the cash flow on the Home Loans and each Certificateholder by its acceptance of a Certificate hereunder agrees prior 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 payment to the Owner Trustee’s and Certificateholders on each Payment Date, a reasonable fee on each Payment Date not to exceed the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder Indenture Trustee Fee that would have been payable to the Issuer, Indenture Trustee on such Payment Date if the Owner Trustee or the Certificate Paying Agent pursuant to this SectionIndenture was still in effect. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, Owner Trustee hereby directs the Certificate Paying Agent shall to distribute or cause to be distributed, on each Payment Date to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds Holders amounts on deposit in the Certificate Distribution AccountAccount and the Certificate Paying Agent hereby acknowledges such direction. All distributions of amounts due on or in respect of the Ownership Certificates shall be made to the Certificateholders, pro rata, based upon their Percentage Interests in the Ownership Certificates. (b) On each Payment Date, All payments to be made under this Agreement by the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs be made only from the income and proceeds of the Trust Estate and only to each Certificateholder the extent that the Certificate Paying Agent has received such income or record proceeds. The Certificate Paying Agent shall not be liable to any Holder, the Servicer’s Monthly Certificate provided Indenture Trustee or the Owner Trustee for any amounts payable pursuant to this Section 4.02 except to the extent that non-payment is due to the Certificate Paying Agent by the Servicer pursuant Agent’s acts or omissions amounting to Section 4.09 of the Sale and Servicing Agreementwillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Issuer’s payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to such Certificateholder the Certificateholders in accordance with this SectionSection 4.02. The Owner Trustee and Certificate Paying Agent are 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 Certificateholders sufficient funds (as determined by the Securities Administrator) for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole own discretion withhold such amounts in accordance with this Sectionparagraph (c). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior Distributions to the date that such Person becomes a Certificateholder, (i) provide Holders shall be subordinated to the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request creditors of the IssuerTrust, including, without limitation, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis Noteholders and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The On each Certificate Paying Agent Payment Date, the Owner Trustee shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution distribute to the Certificateholders. On each Payment Date or other Business Day on which Certificateholders the amounts are deposited into in the Certificate Distribution Account pursuant to Section 5.04(a) 4.5 of the Trust Sale and Servicing Agreement or Section 5.04(bwith respect to such Certificate Payment Date (i) to the extent of the Indentureamount deposited with respect to Aggregate Certificateholders' Interest, pro rata based upon the amount of interest due with respect to each Certificate Paying Agent shall distribute or cause to be distributed, and (ii) to the Certificateholdersextent of any amount deposited with respect to Aggregate Certificateholder's Principal, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accounta pro rata basis. (b) On each Certificate Payment Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs include with each distribution to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 4.8 of the Trust Sale and Servicing AgreementAgreement in respect of such Certificate Payment Date setting forth, among other things, the amount of the distribution allocable to Certificate Balance and to interest, the Certificate Balance after giving effect to such distribution, the balance of the Reserve Fund (and amounts, if any, distributed from the Reserve Fund), and the Monthly Servicing Fee with respect to the Certificate Payment Date or the related Collection Period, as applicable, each since the last statement so provided to such Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee so long as the Seller is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the Issuer’s payment Trust's distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee shall not have an obligation to withhold any such amount so long as the Seller is the sole Certificateholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionsubsection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each date that the Delaware Trustee, on behalf of the Trust, receives any funds from the Surplus Fund (a “Distribution Date”), the Delaware Trustee shall depositfirst pay to itself from such funds the Delaware Trustee’s fees, expenses, indemnities and other amounts not otherwise paid or cause reimbursed to the Delaware Trustee pursuant to the Indenture or otherwise as to which the Delaware Trustee is entitled to be depositedpaid or reimbursed hereunder, and second distribute the remaining amount to the Certificateholders on such Distribution Date, pro rata based upon their Percentage Interests. All such funds to be distributed to the Delaware Trustee shall be wired in accordance with wiring instructions provided to the Certificate Distribution Account all funds received Indenture Trustee by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDelaware Trustee. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Delaware Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-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 Sectionparagraph (b). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Delaware Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Delaware Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each Distribution Date, the Owner Trustee shall deposit, or cause to be deposited, (based on the information contained in the Servicer’s Certificate Distribution Account all funds received by delivered on the Issuer pursuant to Section 5.04(arelated Determination Date) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratablyon a pro rata basis, in proportion to each Certificateholder’s Percentage Interest, the funds amounts on deposit in the Certificate Distribution Account. (b) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send (or shall cause to be sent) to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to statement described in Section 4.09 2.17(a) of the Sale and Servicing Agreement. (c) In the event that If any withholding tax is imposed on distributions of the Issuer’s payment Owner Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust in respect of any distribution (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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionsubsection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Trust and the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds pro rata to or at the order of the Certificateholders. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause will distribute to be deposited, in each applicable Certificateholder and the Certificate Distribution Account all funds received by the Issuer X-IO Interestholder any amounts payable pursuant to Section 5.04(a) of the Sale Sections 2.22 and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) 2.23 of the 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 a Residual Certificate Paying Agent shall distribute until payment (or cause provision for payment) of (i) all amounts payable by the Issuer to be distributedXxxxxx Mae under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination), (ii) all amounts payable by the Issuer with respect to the Certificateholders, ratably, Notes and the X-IO Interest under the Indenture and (iii) all amounts payable by the Issuer under the other Transaction Documents has been made in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accountfull or discharged. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a CertificateholderCertificateholder or the X-IO Interestholder, such tax shall will reduce the amount otherwise distributable to such the Certificateholder in accordance with this Sectionor the X-IO Interestholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder or the X-IO Interestholder sufficient funds for the payment of any such withholding tax that is legally owed by the 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 proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall or the X-IO Interestholder will be treated as cash distributed to such the Certificateholder or the X-IO Interestholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Non-U.S. Person), 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 Sectionparagraph (b). If a In the event that the Certificateholder or the X-IO Interestholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall Issuer will reasonably cooperate with such the Certificateholder or the X-IO Interestholder in making such claim so long as such the Certificateholder or the X-IO Interestholder agrees to reimburse the Owner Trustee and each Certificate Paying Agent or the Delaware Trustee for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Payment Date, the Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent shall deposit, or cause to be deposited, distribute to the Servicer and the Residual Interestholders from amounts on deposit in the Certificate Distribution Account all funds received by the Issuer pursuant to distributions as provided in Section 5.04(a5.02(b) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution with respect to the Certificateholders. On each such Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDate. (b) On each Payment Date, the Certificate Owner Trustee shall cause the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to send to each Certificateholder or record Residual Interestholder the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 6.01 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to such Certificateholder the Owner in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If there is the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who an Owner (or any other beneficial owner of the Owner Trust) that is not a United States PersonU.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8, Form 1001 or Form 4224), the Owner Trustee or the Certificate Paying Agent may shall in its sole discretion withhold such amounts as it determines are required to be withheld in accordance with this Sectionparagraph (c). If a Certificateholder In the event that an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, the Owner Trustee will distribute amounts deposited in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) Sections 5.05 and 5.06 of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a5.04(b) or 5.04(c) of the Sale and Servicing Agreement Indenture on or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, before such Distribution Date to the Certificateholders, ratably, Certificateholders in proportion to each Certificateholder’s accordance with their Percentage Interest, the funds on deposit in the Certificate Distribution AccountInterests. (b) On each Payment Distribution Date, the Certificate Paying Agent Administrator shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly Certificate Certificateholders the statement provided to the Certificate Paying Agent Administrator by the Servicer pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to such Certificateholder the Certificateholders in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed or required to be withheld by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder the Certificateholders shall be treated as cash distributed to such Certificateholder the Certificateholders at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionclause (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. Upon request of the Depositor, the Owner Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.5 of the Servicing Supplement. If the Trust Distribution Account has been established: (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant to each Certificateholder Sections 8.2(b)(ix), 8.2(c)(vi) and 8.2(d)(x) of the Indenture on or record the Servicer’s Monthly Certificate provided before such Payment Date and distribute such amounts to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 holder of the Sale Residual Interest. (b) Following the satisfaction and Servicing Agreementdischarge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution distribute to the Certificateholders. On each Payment Date or other Business Day , on which a pro rata basis, amounts are equal to the amounts deposited into in the Certificate Distribution Account pursuant to Section 5.04(a) 2.7 of the Sale and Servicing Agreement Indenture on or Section 5.04(bprior to such Distribution Date. Funds received by the Paying Agent by 1:00 p.m. (Eastern time) of on any Distribution Date will be distributed to the Indenture, the Certificate Certificateholders on such Distribution Date. The Paying Agent shall use its best efforts to distribute or cause any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but the Paying Agent shall not be distributed, liable if such funds are not distributed until the next Business Day. Any funds received by the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, and the funds on deposit in the Certificate Distribution AccountPaying Agent shall not be liable for any interest thereon. (b) On each Payment Distribution Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 2.8 of the Sale and Servicing AgreementAgreement on such Distribution Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed payable by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee Administrator or the Certificate Paying Agent Agent, upon notification from the Administrator that the appropriate tax forms have not been received by the Administrator, may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuing Entity Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) the terms of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) Notwithstanding any provision of this Agreement to the contrary, on the Closing Date the Paying Agent on behalf of the Issuer shall remit, or cause to be remitted, to the Reserve Account (to the extent that the Issuer has received sufficient funds from net proceeds of the issuance of the Notes) an amount equal to the Initial Reserve Account Deposit Amount. (c) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (cd) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate or Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Law, pending the outcome of such Proceedingsproceedings, it being understood that neither the Owner Trustee nor any Paying Agent provided they shall have any duty no obligation to contest such amountsdo so). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableparagraph. (de) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person Certificateholder becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Internal Revenue Service Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (ef) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person Certificateholder becomes a Certificateholder, (ia) so notify the Owner Trustee and the Certificate Paying Agent, and (iib) (Ai) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Internal Revenue Service Form W-8 (or successor forms) ), 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 Certificateholder agrees by its acceptance of 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 (ia) and (iib) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent Distributions on the Certificates shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by made on behalf of the Issuer pursuant to Section 5.04(a) in accordance with the provisions of the Indenture and the Sale and Servicing Agreement or the terms of the IndentureAgreement. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution Subject to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) lien of the Indenture, the Certificate Paying Agent Owner Trustee shall promptly distribute to the Certificateholders all other amounts (if any) received by the Owner Trustee on behalf of the Issuer in respect of the Trust Estate. After the termination of the Indenture in accordance with its terms, the Owner Trustee shall distribute or cause to be distributed, to all amounts received (if any) by the Owner Trustee on behalf of the Issuer in respect of the Trust Estate at the direction of the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that . If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.1. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. . 708333927 14443670 9 Amended and Restated Trust Agreement (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.USAA 2014-1)

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in No later than the Certificate Distribution Account all close of business on the day it receives funds received distributed by the Issuer Indenture Trustee pursuant to Section 5.04(a) Sections 5.5, 5.6 and 5.10 of the Sale Transfer and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureAgreement, the Certificate Paying Agent will distribute such amounts to Trust Certificateholders on a pro rata basis, based upon the portion of the Certificate Balance held by such Certificateholder; provided, however, that if the Eligible Lender Trustee receives funds for distribution to Certificateholders after 11:00 a.m. on any day it shall use all reasonable efforts to distribute or cause to be distributed, such funds to the Certificateholdersapplicable Certificateholders on such day but shall not be liable for any damages if such funds are distributed on the following Business Day. Notwithstanding the foregoing, ratably, in proportion to each Certificateholder’s Percentage Interest, all amounts received by the funds on deposit Eligible Lender Trustee from the Indenture Trustee representing amounts in the Certificate Distribution AccountReserve Account in excess of the Specified Reserve Account Balance shall be distributed to the Depositor (but such distributions shall not reduce the principal amount of the Trust Certificates held by the Depositor) and no other Certificateholder shall be entitled to have a claim for such amounts. (b) On each Payment DateNo later than the Business Day following its receipt thereof, the Certificate Paying Agent Eligible Lender Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Trust Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Eligible Lender Trustee by the Servicer Administrator pursuant to Section 4.09 5.7 of the Sale Transfer and Servicing AgreementAgreement relating to such Certificate Distribution Date. (c) In the event that If any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Eligible Lender Trustee and Certificate Paying Agent are is hereby authorized to and directed shall, upon receipt of written instructions of the Administrator identifying the appropriate amount, to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Eligible Lender Trustee or the Certificate Paying Agent from contesting any such tax in appropriate Proceedings proceedings, and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Eligible Lender 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 Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Eligible Lender Trustee and each Paying Agent the Administrator shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Eligible Lender Trustee and each Paying Agent the Administrator for any reasonable out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Payment Date, the Paying Agent shall deposit, or cause distribute to be deposited, Certificateholders all amounts deposited in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) 5.05 of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause with respect to be distributed, to the Certificateholders, ratably, in proportion to such Payment Date based upon each Certificateholder’s Certificate Percentage Interest, the funds on deposit in the Certificate Distribution Account.. 20 (2018-B Amended and Restated Trust Agreement) (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 5.07 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate or the Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableSection 5.2(c). (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, the Owner Trustee will distribute amounts deposited in the Certificate Distribution Account all funds received by pursuant to Sections 5.04 and 5.05 of the Issuer Sale and Servicing Agreement or pursuant to Section 5.04(a5.04(b) or 5.04(c) of the Indenture on or before such Distribution Date as follows: (i) to the Certificateholder, to the extent necessary to reduce the Certificate Balance of the Certificate to zero, an amount equal to the excess if any, of the Regular Principal Distribution Amount for such Distribution Date over amounts distributable to the Noteholders pursuant to Section 5.04(c) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate on such Distribution Account shall be held uninvested pending distribution Date; and (ii) to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureDepositor, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the any remaining funds on deposit in the Certificate Distribution AccountAccount after distribution to the Certificateholder pursuant to the clause (i) above. (b) On each Payment Distribution Date, the Certificate Paying Agent Administrator shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each the Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Administrator by the Servicer pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any such withholding tax that is legally owed or required to be withheld by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionclause (c). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Payment Date, the Paying Agent shall deposit, or cause distribute to be deposited, Certificateholders all amounts deposited in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) 5.05 of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause with respect to be distributed, to the Certificateholders, ratably, in proportion to such Payment Date based upon each Certificateholder’s Certificate Percentage Interest, the funds on deposit in the Certificate Distribution Account.. 20 (2019-B Amended and Restated Trust Agreement) (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 5.07 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate or the Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableSection 5.2(c). (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Owner Trustee hereby directs the Certificate Paying Agent shall deposit, or cause to be deposited, distribute on each Payment Date to the Holders of the Trust Certificates amounts on deposit in the Certificate Distribution Account all funds received by the Issuer pursuant with respect to such Payment Date in accordance with Section 5.04(a) 5.08 of the Sale and Servicing Agreement and the Certificate Paying Agent hereby acknowledges such direction. All distributions of amounts due on or the terms in respect of the Indenture. All funds held Trust Certificates shall be made to the Certificateholders pro rata, based upon their Percentage Interests in the Certificate Distribution Account shall Trust Certificates. (b) All payments to be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing made under this Agreement or Section 5.04(b) of the Indenture, by the Certificate Paying Agent shall distribute 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 cause to proceeds. The Certificate paying Agent shall not be distributed, liable to the Certificateholders, ratably, in proportion the Indenture Trustee or the Trust Administrator for any amounts payable pursuant to each Certificateholder’s Percentage Interest, this Section 4.02 except to the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided extent that non-payment is due to the Certificate Paying Agent by the Servicer pursuant Agent’s acts or omissions amounting to Section 4.09 of the Sale and Servicing Agreementwillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Issuer’s payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to such Certificateholder the Certificateholders in accordance with this SectionSection 4.02. The Owner Trustee and Certificate Paying Agent are Agent, if instructed by the Master Servicer, the Indenture Trustee or Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Master Servicer, the Trust Administrator, the Indenture Trustee or Owner Trustee) for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole own discretion withhold such amounts in accordance with this Sectionparagraph (c). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior Distributions to Certificateholders shall be subordinated to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request creditors of the IssuerTrust, including, without limitation, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis Noteholders and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The On each Certificate Paying Agent Payment Date, the Owner Trustee shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution distribute to the Certificateholders. On each Payment Date or other Business Day on which Certificateholders the amounts are deposited into in the Certificate Distribution Account pursuant to Section 5.04(a) 4.5 of the Trust Sale and Servicing Agreement or Section 5.04(bwith respect to such Certificate Payment Date: (i) to the extent of the Indentureamount deposited with respect to Aggregate Certificateholders' Interest, pro rata based upon the amount of interest due with respect to each Certificate Paying Agent shall distribute or cause to be distributed, and (ii) to the Certificateholdersextent of any amount deposited with respect to Aggregate Certificateholder's Principal, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accounta pro rata basis. (b) On each Certificate Payment Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs include with each distribution to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 4.8 of the Trust Sale and Servicing AgreementAgreement in respect of such Certificate Payment Date setting forth, among other things, the amount of the distribution allocable to Certificate Balance and to interest, the Certificate Balance after giving effect to such distribution, the balance of the Reserve Fund (and amounts, if any, distributed from the Reserve Fund), and the Monthly Servicing Fee with respect to the Certificate Payment Date or the related Collection Period, as applicable, each since the last statement so provided to such Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee so long as the Seller is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the Issuer’s payment Trust's distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2; provided that the Owner Trustee shall not have an obligation to withhold any such amount so long as the Seller is the sole Certificateholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionsubsection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause distribute to be deposited, in the Certificate Distribution Account all funds Certificateholder any amounts received by the Issuer pursuant to Section 5.04(a5.03(d) of the Sale and Servicing Agreement or the terms Indenture payable in respect of the IndentureCertificate in accordance with Section 9.01(c). All funds held in For the avoidance of doubt, no distributions shall be made with respect to the Certificate Distribution Account shall be held uninvested pending distribution until payment (or provision for payment) of (i) all amounts payable by the Trust with respect to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of Notes under the Indenture, (ii) all amounts payable by the Certificate Paying Agent shall distribute Trust to Xxxxxxx Xxx under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and (iii) all amounts payable by the Trust under the other Basic Documents has been made in full or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accountdischarged. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Sectionthe Certificateholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Trust from contesting any such tax in appropriate Proceedings proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. If any amounts that are required to be withheld from actual distributions in accordance with Section 5.03(a) are not so withheld, the Certificate Paying Agent shall require the Certificateholder to reimburse the Trust for such withholding (and the Certificateholder agrees to reimburse the Trust 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 Certificateholder who is not a United States Non-U.S. Person), the Owner Trustee or the Certificate Paying Agent Sponsor may in its sole discretion direct the Certificate Paying Agent to withhold such amounts in accordance with this Sectionparagraph (b). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Certificate Paying Agent shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Certificate Paying Agent or the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositUpon request of the Depositor, or cause to be deposited, in the Certificate Owner Trustee will establish and maintain the Trust Distribution Account all funds received by the Issuer pursuant to as provided in Section 5.04(a) 4.1 of the Sale and Servicing Agreement or Agreement. If the terms of the Indenture. All funds held in the Certificate Trust Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account.has been established: (ba) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s information contained in the Monthly Certificate provided to Investor Report, will withdraw the Certificate Paying Agent by amounts deposited into the Servicer Trust Distribution Account pursuant to Section 4.09 8.2(c)(xvi), 8.2(d)(viii) and 8.2(e)(xvii) of the Sale Indenture on or before such Payment Date and Servicing Agreementdistribute such amounts to the holder of the Residual Interest. (b) Following the satisfaction and discharge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds on deposit in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient holder of the Residual Interestsufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder in holderin making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, in upon receipt of written instructions from the Certificate Distribution Account all funds received by the Issuer Servicer pursuant to Section 5.04(a) 4.6 of the Sale and Servicing Agreement or Agreement, the terms of Owner Trustee shall, or, if the Indenture. All funds held in Owner Trustee is not the Certificate Distribution Account Paying Agent, shall be held uninvested pending distribution direct the Paying Agent to, distribute to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Certificate Percentage Interest, the funds on deposit amounts deposited in the Certificate Payment Account on such Distribution AccountDate 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 Payment Distribution Date, the Certificate Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, the Owner Trustee shall direct the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to, send to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 4.9 of the Sale and Servicing AgreementAgreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s any Trust payment (or allocations any allocation of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each date that the Delaware Trustee, on behalf of the Trust, receives funds from the Indenture Trustee pursuant to the Indenture (a "Distribution Date"), the Delaware Trustee shall depositfirst withdraw from such funds and pay to the Delaware Trustee its fees and expenses due under Section 8.01 hereof and second distribute the remainder of such funds to the Certificateholders on such Distribution Date, or cause pro rata based upon their Percentage Interests. All such funds to be deposited, distributed to the Delaware Trustee shall be wired in accordance with wiring instructions provided to the Certificate Distribution Account all funds received Indenture Trustee by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDelaware Trustee. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Delaware Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-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 Sectionparagraph (b). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Delaware Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Delaware Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each Distribution Date, the Owner Trustee shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution distribute to the Certificateholders. On each Payment Date or other Business Day , on which a pro rata basis, amounts are equal to the amounts deposited into in the Certificate Distribution Account pursuant to Section 5.04(a) Sections 4.06 and 4.07 of the Trust Sale and Servicing Agreement on or Section 5.04(bprior to such Distribution 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 aggregate a 100% beneficial interest in the Trust are held by the Seller, (i) of the Indenture, the no Certificate Paying Agent Distribution Account shall distribute or cause be required to be distributed, 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 the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, Seller by the funds on Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit in into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing AgreementAgreement 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 Seller is the sole Certificateholder. (c) In the event that If any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 Seller is the sole Certificateholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Seller. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution distribute to the Certificateholders. On each Payment Date or other Business Day , on which a pro rata basis, amounts are equal to the amounts deposited into in the Certificate Distribution Account pursuant to Section 5.04(a) 2.7 of the Sale and Servicing Agreement Indenture on or Section 5.04(bprior to such Distribution Date. Funds received by the Paying Agent by 1:00 p.m. (Eastern time) of on any Distribution Date will be distributed to the Indenture, the Certificate Certificateholders on such Distribution Date. The Paying Agent shall use its best efforts to distribute or cause any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but the Paying Agent shall not be distributed, liable if such funds are not distributed until the next Business Day. Any funds received by the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, and the funds on deposit in the Certificate Distribution AccountPaying Agent shall not be liable for any interest thereon. (b) On each Payment Distribution Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 2.8 of the Sale and Servicing AgreementAgreement on such Distribution Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed payable by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent Agent, upon notification from the Owner Trustee that the appropriate tax forms have not been received by the Owner Trustee, may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable.. 20 CRVNA 2022-P2 Trust Agreement (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuing Entity Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Owner Trustee or Co-Owner Trustee shall direct the Paying Agent shall deposit, or cause to be deposited, distribute to the Servicer and the Residual Interestholders from amounts on deposit in the Certificate Distribution Account all funds received by the Issuer pursuant to distributions as provided in Section 5.04(a5.2(b) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate with respect to such Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDate. (b) On each Payment Distribution Date, the Certificate Owner Trustee shall cause the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to send to each Certificateholder or record Residual Interestholder the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 6.1 of the Sale and Servicing AgreementAgreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Each of the Owner Trustee and Certificate the Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureDate, the Certificate Trust Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratablyon the basis of their respective Percentage Interests, in proportion to each Certificateholder’s Percentage Interest, the funds all amounts then on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Trust Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record Certificateholders the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer Indenture Trustee pursuant to Section 4.09 2.08(d) of the Sale and Servicing AgreementIndenture with respect to such Payment Date. If the Trust Paying Agent is an entity other than the Indenture Trustee, the Owner Trustee shall provide a copy of such statement to the Trust Paying Agent to enable it to perform its duties under this Section 5.2(b). (c) In the event that any withholding tax is imposed under federal, state, or local tax on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee Trustee, and Certificate the Trust Paying Agent are on its behalf, is hereby authorized and directed to retain in the Certificate Distribution Account from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither proceedings). The Certificate Registrar will provide the Owner Trustee nor any Trust Paying Agent shall have with a statement indicating the amount of any duty to contest such amounts)withholding tax. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authorityauthority from the Certificate Distribution Account at the direction of the Owner Trustee or the Trust Paying Agent on its behalf. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Non-U.S. Person), the Owner Trustee or the Certificate Trust Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each the Trust Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) . Any Certificateholder that Holder which is organized under the laws of a jurisdiction outside the United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person Holder becomes a CertificateholderHolder, (ia) so notify the Trust, the Owner Trustee and the Certificate Trust Paying Agent, and (iib) (Ai) provide the Trust, the Owner Trustee and the Certificate Trust Paying Agent with applicable IRS Form W-8 (Internal Revenue Service form 1001, 4224, 8709 or successor forms) W-8, as appropriate, or (Bii) notify the Trust, the Owner Trustee and the Certificate Trust 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 Certificateholder Holder agrees by its acceptance of a Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Trust, the Owner Trustee and the Certificate Trust 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 Trust, the Owner Trustee and the Certificate Trust Paying Agent shall be fully protected in relying upon, and each Certificateholder Holder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Trust, the Owner Trustee and the Certificate Trust 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 their reliance upon any documents, forms or information provided by any Certificateholder Holder. In addition, if the Trust Paying Agent has not withheld taxes on any payment made to any Holder, and the Trust Paying Agent is subsequently required to remit to any taxing authority any such amount not withheld, such Holder shall return such amount to the Trust Paying Agent upon written demand by the Trust Paying Agent. Neither the Owner Trustee nor the Trust Paying Agent shall be liable for damages to any Holder due to a violation of the Code unless and only to the extent such liability is caused by the Owner Trustee's or the Certificate Trust Paying Agent's failure to act in accordance with its standard of care under this Agreement. (d) Notwithstanding anything to the contrary herein, at any time after the Indenture is no longer in effect but while this Agreement remains in effect, the manager under the Management Agreement (the "Manager") shall be entitled to a fee on each Payment Date equal to the Indenture Trustee Fee that would have been payable to the Indenture Trustee on such Payment Date if the Indenture were still in effect. Such fee shall be distributed to the Manager from funds in the Certificate Distribution Account prior to distribution of any such funds to Certificateholders. Also, in such event, the Servicer shall provide the same information to the Manager that it would have provided to the Indenture Trustee pursuant to the Servicing Agreement, as well as any other information concerning the Mortgage Loans as may be reasonably requested by the Manager to enable the Manager to perform its obligations under the Management Agreement. On each such Payment Date, the Trust Paying Agent shall mail to each Certificateholder a statement detailing the amount remitted to the Trust Paying Agent by the Servicer on the related Deposit Date and setting forth the amount of the Monthly Servicing Fee and fees paid to the Manager with respect to such Payment Date, and the aggregate amount distributed to Certificateholders on such Payment Date.

Application of Trust Funds. (a) The Certificate On each Payment Date, the Paying Agent shall deposit, or cause distribute to be deposited, Certificateholders all amounts deposited in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) 5.05 of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause with respect to be distributed, to the Certificateholders, ratably, in proportion to such Payment Date based upon each Certificateholder’s Certificate Percentage Interest, the funds on deposit in the Certificate Distribution Account.. 20 (2024-B Amended and Restated Trust Agreement) (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 5.07 of the Sale and Servicing AgreementAgreement with respect to such Payment Date. (c) In the event that If any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate or the Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableSection 5.2(c). (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Owner Trustee or the Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution distribute to the Certificateholders. On each Payment Date or other Business Day , on which a pro rata basis, amounts are equal to the amounts deposited into in the Certificate Distribution Account pursuant to Section 5.04(a) Sections 4.06 and 4.07 of the Trust Sale and Servicing Agreement on or Section 5.04(bprior to such Distribution 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 aggregate a 100% beneficial interest in the Trust are held by the Depositor, (i) of the Indenture, the no Certificate Paying Agent Distribution Account shall distribute or cause be required to be distributed, 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 the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, Depositor by the funds on Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit in into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing AgreementAgreement 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) In the event that If any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate or the Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed payable by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each or the Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuing Entity Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in Deposits into the Certificate Distribution Account shall be held uninvested pending distribution to made in accordance with the Certificateholdersprovisions of the Indenture and this Agreement. On each Payment Date or other Business Day on which amounts are deposited into the Date, after a Certificate Distribution Account pursuant to Section 5.04(a) of has been established in accordance with the Sale and Servicing Agreement or Section 5.04(b) terms of the Indenture, the Certificate Paying Agent shall withdraw from the Certificate Distribution Account and distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to pro rata based on the Percentage Interest of each Certificateholder’s Percentage Interest, all funds received in accordance with the funds on deposit in provisions of the Certificate Distribution Account. (b) On each Payment DateIndenture and this Agreement. Subject to the lien of the Indenture, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs promptly distribute to each Certificateholder or record the Servicer’s Monthly Certificate provided to Certificateholders all other amounts (if any) received by the Certificate Paying Agent on behalf of the Issuer in respect of the Trust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, the Certificate Paying Agent shall distribute all amounts received (if any) by the Servicer pursuant to Section 4.09 Owner Trustee on behalf of the Sale and Servicing Issuer in respect of the Trust Estate in accordance with the provisions of this Agreement. (c) In the event that . If any withholding tax is imposed on the Issuer’s any Issuer payment (to, or allocations of income) to is imposed on any allocable Issuer income of, a Certificateholder, such tax shall reduce the amount otherwise distributable to such 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 and Certificate Paying Agent are is hereby authorized and directed to retain withhold from amounts otherwise allocable or distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)or income allocation, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.1. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, the Owner Trustee will distribute amounts deposited in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) Sections 5.05 and 5.06 of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a5.04(b) or 5.04(c) of the Sale and Servicing Agreement Indenture on or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, before such Distribution Date to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Distribution Date, the Certificate Paying Agent Administrator shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly Certificate Certificateholders the statement provided to the Certificate Paying Agent Administrator by the Servicer pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to such Certificateholder the Certificateholders in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed or required to be withheld by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder the Certificateholders shall be treated as cash distributed to such Certificateholder the Certificateholders at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionclause (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Payment Date, or cause to be deposited, in upon receipt from the Certificate Distribution Account all funds received by the Issuer Servicer of an Investor Report pursuant to Section 5.04(a) 3.10 of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureAgreement, the Certificate Owner Trustee shall, directly or through a Paying Agent shall Agent, distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Certificate Percentage Interest, the funds on deposit available amounts deposited in the Certificate Distribution AccountCollection Account on such Payment Date pursuant to Section 4.04 of the Sale and Servicing Agreement and payable to the Certificateholders pursuant to Section 2.08 of the Indenture. (b) So long as the Depositor or its Affiliate is the sole Certificateholder, on or following the Payment Date on which the Note Balance has been reduced to zero and the Indenture has been discharged, the Depositor may direct the Owner Trustee in writing to distribute, and upon receipt of such direction the Owner Trustee shall distribute to or upon the order of the Depositor in accordance with Section 9.01(c), the remaining assets of the Issuer. (c) On each Payment Date, the Certificate Owner Trustee shall, directly or through a Paying Agent shall Agent, send or make available on its website at xxxx://xxx.xxxxxx.xxx/abs electronically to each Certificateholder or of record the Servicer’s Monthly Certificate related Investor Report provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 3.10 of the Sale and Servicing Agreement. (cd) In the event that any withholding tax is imposed on the Issuer’s payment (or or, if the Issuer is treated as a partnership for United States federal income tax purposes, allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate any Paying Agent from contesting any such tax in appropriate Proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance to the appropriate taxing authority. If the Owner Trustee or a Paying Agent determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate any Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Owner Trustee hereby directs the Certificate Paying Agent shall deposit, or cause to be deposited, distribute on each Payment Date to the Holders of the Trust Certificates amounts on deposit in the Certificate Distribution Account all funds received by the Issuer pursuant with respect to such Payment Date in accordance with Section 5.04(a) 5.08 of the Sale and Servicing Agreement and the Certificate Paying Agent hereby acknowledges such direction. All distributions of amounts due on or the terms in respect of the Indenture. All funds held Trust Certificates shall be made to the Certificateholders pro rata, based upon their Percentage Interests in the Certificate Distribution Account shall Trust Certificates. (b) All payments to be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing made under this Agreement or Section 5.04(b) of the Indenture, by the Certificate Paying Agent shall distribute 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 cause to proceeds. The Bank shall not be distributed, liable to the Certificateholders, ratably, in proportion the Indenture Trustee or the Administrator for any amounts payable pursuant to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided this Section 4.02 except to the Certificate Paying Agent by extent that non-payment is due to the Servicer pursuant Owner Trustee’s acts or omissions amounting to Section 4.09 of the Sale and Servicing Agreementwillful misconduct or gross negligence. (c) In the event that any withholding tax is imposed on the Issuer’s payment distributions (or allocations of income) to a Certificateholderthe Certificateholders, such tax shall reduce the amount otherwise distributable to such Certificateholder the Certificateholders in accordance with this SectionSection 4.02. The Owner Trustee and Certificate Paying Agent are Agent, if instructed by the Master Servicer, the Indenture Trustee or Owner Trustee, is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds (as determined by the Master Servicer, the Indenture Trustee or Owner Trustee) for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole own discretion withhold such amounts in accordance with this Sectionparagraph (c). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such a claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior Distributions to Certificateholders shall be subordinated to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request creditors of the IssuerTrust, including, without limitation, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis Noteholders and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Distributions on the Certificates shall be made by the Paying Agent shall deposit, or cause to be deposited, in accordance with the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms provisions of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution Subject to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) lien of the Indenture, the Certificate Paying Agent shall promptly distribute to the Certificateholder all other amounts (if any) received by the Trust or the Paying Agent in respect of the Trust Estate. After the Indenture has been discharged with respect to the Collateral, the Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, amounts received (if any) by the Trust and the Paying Agent in proportion to each respect of the Trust Estate at the direction of the Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) The Certificateholders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing to retain in the Trust Collection Account all or a portion of distributions otherwise payable to them pursuant to Section 8.5(a), or Section 8.5(c) of the Indenture. If the Certificateholders make this election, these amounts will be treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to Section 8.5 of the Indenture). (c) On each Payment Date, the Certificate Paying Agent shall make available send by first class mail or other reasonable means (including, but not limited to, posting on its the Paying Agent’s website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record xxxxx://xxx.xxxxxxxxx.xxx/commercial/trust-custody/asset-backed-servicer-reports) the Servicer’s Monthly Servicer Certificate provided to the Certificate Paying Agent prepared by the Servicer pursuant to Section 4.09 8.3 of the Sale and Servicing AgreementIndenture to each Person that was a Certificateholder as of the close of business on the related Record Date. Certificate Owners may obtain copies of such reports upon a request in writing to the Paying Agent at the Corporate Trust Office of the Indenture Trustee. (cd) In the event that If any withholding tax is imposed on distributions of the Issuer’s payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.01. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust in respect of any distribution (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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Trust, the Owner Trustee and each the Paying Agent for any out-of-pocket expenses incurred. The Depositor, as applicable. (d) Any Certificateholder that is a United States Person shallinitial Certificateholder, on or prior agrees to provide to the date that such Person becomes Paying Agent (and from time to time thereafter, so long as it is a Certificateholder, (i) provide upon the Owner Trustee and reasonable request of the Certificate Paying Agent with IRS Agent), executed originals of Internal Revenue Service Form W-9 (or successor form) or (ii) notify certifying that the Owner Trustee and the Certificate Paying Agent that it Depositor is exempt from U.S. federal backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Sectionwithholding tax. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndenturePeyment Date, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds Certificateholders from amounts on deposit in the Certificate Distribution AccountAccount the distributions provided in Section [6.05] of the Transfer and Servicing Agreement with respect to such Payment Date. All distributions of interest on any Class of IO Certificates, and all distributions of amounts due on or in respect of the Residual Interest Certificates, shall be made pro rata to the Certificateholders of such Class entitled thereto. (b) On the Business Day prior to each Payment Date, the Certificate Paying Agent Indenture Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send or cause the Trust to send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent Indenture Trustee by the Master Servicer pursuant to Section 4.09 [4.27] of the Sale Transfer and Servicing AgreementAgreement with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to such Certificateholder the Owner in accordance with this Section. The Owner Trustee and Certificate Paying Agent are Trust is hereby authorized and directed to direct the Paying Agent to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Trust from contesting any such tax in appropriate Proceedings proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Personnon-U.S. Owner), the Owner Trustee or the Certificate Paying Agent Trust may in its sole discretion direct the Paying Agent to withhold such amounts in accordance with this Sectionparagraph (c). If a Certificateholder In the event that an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent Trust shall reasonably cooperate with such Certificateholder Owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The On each Distribution Date and Redemption Date, the Certificate Paying Agent shall depositwill distribute (or authorize the distribution of) to the holder of the Trust Certificate, or cause amounts payable to be deposited, in the Certificate Distribution Account all funds received by the Issuer Certificateholder pursuant to Section 5.04(a5.05(c) of the Sale and Servicing Agreement Agreement, or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date Sections 5.04(b) or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b5.04(c) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributedas applicable, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate such Distribution AccountDate and Redemption Date. (b) On each Payment Distribution Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly holder of the Trust Certificate a copy of the statement sent to the Noteholders and provided to the Certificate Paying Agent Owner Trustee by the Servicer Administrator pursuant to Section 4.09 5.07 of the Sale and Servicing AgreementAgreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholderholder of the Trust Certificate, such tax shall reduce the amount otherwise distributable to such Certificateholder holder in accordance with this Section. The Owner Trustee and the Certificate Paying Agent are hereby authorized and directed to retain (or direct the retention) from amounts otherwise distributable to the Certificateholders holder of the Trust Certificate sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder holder of the Trust Certificate shall be treated as cash distributed to such Certificateholder holder of the Trust Certificate at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-U.S. holder of the Trust Certificate), the Owner Trustee or and the Certificate Paying Agent may in its their sole discretion may (but unless otherwise required by law shall be obligated to) withhold or direct the withholding of such amounts in accordance with this Sectionparagraph (c). If In the event that a Certificateholder holder of the Trust Certificate wishes to apply for a refund of any such withholding tax, the Owner Trustee and each the Certificate Paying Agent shall reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder of the Trust Certificate agrees to reimburse the Owner Trustee and each the Certificate Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, in upon receipt from the Certificate Distribution Account all funds received by the Issuer Master Servicer of a distribution statement pursuant to Section 5.04(a4.10(a) of the Sale and Servicing Agreement Agreement, the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution Paying Agent to distribute to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s 's Certificate Percentage Interest, the funds on deposit amounts deposited in the Certificate Payment Account on such Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer Date pursuant to Section 4.09 of the Sale and Servicing AgreementAgreement and Section 2.08 of the Indenture. (b) On each Distribution Date, the Owner Trustee shall (if at any time it is the Paying Agent), or shall direct the Paying Agent to, send to each Certificateholder the statement or statements provided to the Owner Trustee by the Master Servicer pursuant to Section 4.10 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate any Paying Agent from contesting any such tax in appropriate Proceedings proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedingsproceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate any Paying Agent may in its sole discretion may, but shall not be obligated to, withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureDate, the Certificate Trust Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratablyon the basis of their respective Percentage Interests, in proportion to each Certificateholder’s Percentage Interest, the funds all amounts then on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Trust Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record Certificateholders the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer Indenture Trustee pursuant to Section 4.09 2.08(d) of the Sale and Servicing AgreementIndenture with respect to such Payment Date. If the Trust Paying Agent is an entity other than the Indenture Trustee, the Owner Trustee shall provide a copy of such statement to the Trust Paying Agent to enable it to perform its duties under this Section 5.2(b). (c) In the event that any withholding tax is imposed under federal, state, or local tax on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee Trustee, and Certificate the Trust Paying Agent are on its behalf, is hereby authorized and directed to retain in the Certificate Distribution Account from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither proceedings). The Certificate Registrar will provide the Owner Trustee nor any Trust Paying Agent shall have with a statement indicating the amount of any duty to contest such amounts)withholding tax. The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authorityauthority from the Certificate Distribution Account at the direction of the Owner Trustee or the Trust Paying Agent on its behalf. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Non-U.S. Person), the Owner Trustee or the Certificate Trust Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each the Trust Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder Notwithstanding anything to the contrary herein, at any time after the Indenture is no longer in effect but while this Agreement remains in effect, the Bond Administrator shall be entitled to a fee on each Payment Date equal to the Indenture Trustee Fee that is a United States Person shall, would have been payable to the Indenture Trustee on or such Payment Date if the Indenture were still in effect. Such fee shall be distributed to the Bond Administrator from funds in the Certificate Distribution Account prior to distribution of any such funds to Certificateholders. Also, in such event, the date that such Person becomes a Certificateholder, (i) Servicer shall provide the Owner Trustee and same information to the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent Bond Administrator that it is exempt from backup withholdingwould have provided to the Indenture Trustee pursuant to the Servicing Agreement, as well as any other information concerning the Mortgage Loans as may be reasonably requested by the Bond Administrator to enable the Bond Administrator to perform its obligations hereunder. Any On each such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerPayment Date, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Trust Paying Agent shall be fully protected in relying uponmail to each Certificateholder a statement detailing the amount remitted to the Trust Paying Agent by the Servicer on the related Deposit Date and setting forth the amount of the Monthly Servicing Fee and fees paid to the Bond Administrator with respect to such Payment Date, and each Certificateholder by its acceptance of a Certificate hereunder agrees the aggregate amount distributed 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 Certificateholders on such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this SectionPayment Date. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate 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 Paying Agent shall depositdistribute to the Certificateholders, or cause in proportion to be depositedeach Certificateholder’s Certificate Table of Contents Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Account all funds received by the Issuer Date pursuant to Section 5.04(a4.1(c) of the Sale and Servicing Agreement or the terms and Section 2.8 of the Indenture. All funds held in the Certificate Indenture with respect to such Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDate. (b) On each Payment Distribution Date, the Certificate Paying Agent shall, or, if the Indenture Trustee is not the Paying Agent, the Indenture Trustee shall direct the Paying Agent to, make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Indenture Trustee by the Servicer pursuant to Section 4.09 4.9 of the Sale and Servicing AgreementAgreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s any Trust payment (or allocations any allocation of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositExcept to the extent otherwise specified in the Forepart, and except to the extent such moneys or property are paid or delivered, or cause required to be depositedpaid or delivered, in to the Certificate Distribution Account all funds received by the Issuer Indenture Trustee, pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent Trustee shall distribute credit to the Collection Account all moneys or cause property received by the Trust in respect of (i) the Trust Assets and (ii) payments to the Trust under the Swap Agreements or the Related Agreements, other than any payment made to the Trust on the Closing Date, which payment is required to be distributed, applied to the Certificateholders, ratably, in proportion purchase of the Trust Assets and (iii) any payments to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountTrust under any Credit Enhancement Agreement. (b) On Except to the extent such moneys or property are paid or delivered, or required to be paid or delivered, to the Indenture Trustee, pursuant to the Indenture, on each Obligations Payment Date, the Certificate Paying Agent Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs (i) withdraw from the Collection Account such amounts as are necessary to each Certificateholder or record satisfy the Servicer’s Monthly Certificate provided expenses of the Trust, to the Certificate Paying Agent extent not paid by the Servicer Depositor pursuant to Section 4.09 7.10 hereof, (ii) withdraw from the Collection Account and remit first to the Swap Counterparty, then to the counterparty to any Related Agreement, and then to the counterparty to any Credit Enhancement Agreement (in accordance with any priority of payments specified in the Forepart), any amounts due to such Person from the Trust on such date pursuant to the terms of the Sale Swap Agreement, the relevant Related Agreement or the relevant Credit Enhancement Agreement (net of amounts due to the Trust from such Person on such date), and Servicing (iii) retain in the Collection Account any amounts due to the Trust and received from such Person on such date pursuant to the terms of the Swap Agreement, the relevant Related Agreement or the relevant Credit Enhancement Agreement. (c) In On each Distribution Date, the Trustee shall, after paying any amounts due under the Swap Agreement, any Related Agreement or any Credit Enhancement Agreement as provided in Section 6.2(b), (i) pay the Noteholders, in accordance with the Indenture, all amounts due in respect of the Notes and not previously received by the Indenture Trustee, on such Distribution Date, and then (ii) distribute from the Collection Account to the Certificateholders, on a pro rata basis, all amounts then remaining on deposit in the Collection Account, provided that any payments which the Trustee has received in respect of the Swap Agreement, any Related Agreement or any Credit Enhancement Agreement by 3:00 p.m. (New York City time) on the Distribution Date will be distributed on the Distribution Date, and any payments received after 3:00 p.m. on the Distribution Date will be distributed on the next Business Day, and such delayed payments shall not include any additional interest. (d) The Trustee shall be entitled to rely on a certificate of the Calculation Agent, if applicable, for the amount of any payments to be paid or received by the Trust under the Swap Agreement, any Related Agreement or Credit Enhancement Agreement or paid by the Trust on the Certificates, which the Calculation Agent shall provide at least two (2) Business Days prior to each Obligations Payment Date and Distribution Date, respectively. (e) Notwithstanding the foregoing Sections 6.2(a) to (d), in the event that of an event described in Section 8.2(a) hereof, funds shall be applied by the Trustee in accordance with Section 8.2 and not this Section 6.2. (f) If any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, Certificateholder such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 6.2, including any amounts payable to Certificateholders pursuant to Section 8.2 below. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed required to be withheld by the Issuer Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent if indemnified to its satisfaction, from contesting any such tax in appropriate Proceedings proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who that is not a United States non-U.S. Person), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 6.2(f). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. The Trustee shall not be liable to any Person for withholding or failing to withhold any such withholding tax. (dg) Any Certificateholder If the Trustee has received any amount from any Person in respect of distributions of interest on the Underlying Securities or any other Trust Asset and such Person is entitled to require and requires, that is a United States Person the Trustee repay such amounts, the Trustee shall have the right to reimbursement of any such amounts, from the Certificateholders with respect to any such amounts distributed to Certificateholders and shall, on or prior to the date that such Person becomes a Certificateholderextent provided under the Swap Agreement, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (any Related Agreement or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificateany Credit Enhancement Agreement, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability seek reimbursement of any kind arising such amounts from the relevant party under such agreement, including in connection with or related each case any amounts payable to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent Certificateholders pursuant to this SectionSection 8.2 below. (eh) Any Notwithstanding any other provisions in the Series Trust Agreement, the right of any Certificateholder that is not to receive payment of principal of and interest on a United States Person shall, Certificate on or prior after their due dates, and to institute suit for the enforcement of any such payment on or after the date such Person becomes a payment is payable, shall not be impaired without the consent of such Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. If the Trust Distribution Account has been established: (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Paying Agent shall make available Owner Trustee, based on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s information contained in the Monthly Certificate provided to Investor Report, will withdraw the Certificate Paying Agent by amounts deposited into the Servicer Trust Distribution Account pursuant to Section 4.09 8.2(c)(xvi), 8.2(d)(viii) and 8.2(e)(xvii) of the Sale Indenture on or before such Payment Date and Servicing Agreementdistribute such amounts to the holder of the Residual Interest. (b) Following the satisfaction and discharge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee will distribute any remaining funds on deposit in the Trust Distribution Account to the holder of the Residual Interest. (c) In the event that If any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a Certificateholderthe holder of the Residual Interest, such tax shall will reduce the amount otherwise distributable to such Certificateholder holder in accordance with this SectionSection 4.1(c). The Owner Trustee and Certificate Paying Agent are hereby is authorized and directed to retain from amounts otherwise distributable to the Certificateholders holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall will 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall the holder of the Residual Interest will be treated as cash distributed to such Certificateholder holder at the time it is withheld by the Issuer for remittance and remitted to the appropriate taxing authority. If there is a possibility that withholding with­holding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 4.1(c). If the holder of a Certificateholder Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall will reasonably cooperate with such Certificateholder holder in making such claim so long as such Certificateholder holder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableincurred in so cooperating. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent 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 depositdistribute such amounts to the Certificateholder on such Distribution Date, or cause pro rata based upon their Percentage Interests. All such funds to be deposited, distributed to the Delaware Trustee shall be wired in accordance with wiring instructions provided to the Certificate Distribution Account all funds received Trustee by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDelaware Trustee. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Delaware Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-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 Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Delaware Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Delaware Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (dc) Any Certificateholder that is a United States Person shall, on or prior to On the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerClosing Date, the Owner Trustee or Certificateholder shall receive all amounts received by the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify Issuer from the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and Counterparty under the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this SectionInterest Rate Cap Derivative Product Agreement. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause distribute to be deposited, in the Certificate Distribution Account all funds Certificateholder any amounts received by the Issuer pursuant to Section 5.04(a5.03(d) of the Sale and Servicing Agreement or the terms Indenture payable in respect of the IndentureCertificate in accordance with Section 9.01(c). All funds held in For the avoidance of doubt, no distributions will be made with respect to the Certificate Distribution Account shall be held uninvested pending distribution until payment (or provision for payment) of (i) all amounts payable by the Trust with respect to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of Notes under the Indenture, (ii) all amounts payable by the Certificate Paying Agent shall distribute Trust to Xxxxxxx Mac under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and (iii) all amounts payable by the Trust under the other Basic Documents has been made in full or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accountdischarged. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Sectionthe Certificateholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Trust from contesting any such tax in appropriate Proceedings proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, require the Certificateholder to reimburse the Trust for such withholding (and the Certificateholder agrees to reimburse the Trust 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 Certificateholder who is not a United States Non-U.S. Person), the Owner Trustee or the Certificate Paying Agent Trust may in its sole discretion direct the Certificate Paying Agent to withhold such amounts in accordance with this Sectionparagraph (b). If a In the event that the Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent Trust shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Certificate Paying Agent or the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each Distribution Date, the Owner Trustee shall deposit, or cause to be deposited, (based on the information contained in the Servicer’s Certificate Distribution Account all funds received by delivered on the Issuer pursuant to Section 5.04(arelated Determination Date) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratablyon a pro rata basis, in proportion to each Certificateholder’s Percentage Interest, the funds amounts on deposit in the Certificate Distribution Account. (b) On each Payment Distribution Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send (or shall cause to be sent) to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to statement described in Section 4.09 2.17(a) of the Sale and Servicing Agreement. (c) In the event that If any withholding tax is imposed on distributions of the Issuer’s payment Owner Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust in respect of any distribution (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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this SectionSection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Trust and the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds pro rata to or at the order of the Certificateholders. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Paying Agent shall deposit, or cause to be deposited, (based solely on the information contained in the Servicer’s Certificate Distribution Account all funds received by delivered on the Issuer pursuant to Section 5.04(arelated Determination Date) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratablyon a pro rata basis, in proportion to each Certificateholder’s Percentage Interest, the funds amounts on deposit in the Certificate Distribution Account. (b) On each Payment Distribution Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs available, in accordance with Section 8.8(d) of the Indenture (or shall cause to be sent), to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to statement described in Section 4.09 2.17(a) of the Sale and Servicing Agreement. (c) In the event that If any withholding tax is imposed on distributions of the Issuer’s payment Owner Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this SectionSection 5.2. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust in respect of any distribution (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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion is hereby authorized and directed to withhold such amounts in accordance with this SectionSection 5.2(c); provided that the Paying Agent shall withhold, and shall not exercise any discretion not to withhold, in the circumstances described in Section 5.2(e). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Trust, the Owner Trustee and each the Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior If the Indenture Trustee holds escheated funds for payment to the date that such Person becomes a Certificateholder, (iTrust pursuant to Section 3.3(e) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerIndenture, the Owner Trustee or shall, upon notice from the Certificate Paying AgentIndenture Trustee that such funds exist, to provide like certification or notification submit on behalf of the Trust an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related Issuer Order to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon, any documents, forms or information provided by any such Certificateholder to the Issuer, the Owner Indenture Trustee or the Certificate Paying Agent pursuant to this SectionSection 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds pro rata to or at the order of the Certificateholders. (e) Any Each Certificateholder that is not shall be required to deliver to the Paying Agent either (i) an IRS Form W-9 evidencing its status as a United States Person shallperson for U.S. federal income tax purposes, on (ii) an IRS Form W-8ECI indicating that such Certificateholder’s share of income from the Issuer is “effectively connected” income, or (iii) except in the case of a Certificateholder who is the sole Certificateholder, an IRS Form W-8BEN claiming treaty benefits and indicating such Certificateholder’s entitlement to a complete exemption from withholding tax with respect to such income under an applicable income tax treaty; further, each such Certificateholder shall deliver such documentation prior to the date such Person becomes a Certificateholder, (i) so notify expiration or obsolescence of any prior documentation. In the Owner Trustee and the Certificate Paying Agent, and case of clauses (ii) and (Aiii) provide in this Section 5.2(e), the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) or (B) notify the Owner Trustee and the Certificate Paying Agent agrees that it is not entitled will withhold U.S. federal income tax from a Certificateholder’s share of income pursuant to an exemption from Code section 1446 as if the Issuer were engaged in a trade or business within the United States withholding tax or a reduction States, it being understood that in the rate thereof on payments case of interest. Any clause (iii) in this Section 5.2(e), such Certificateholder agrees by its acceptance withholding is protective in nature and is intended to protect the Issuer from possible adverse consequences of a Certificate, on an ongoing basis, failure 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agentwithhold.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Owner Trustee or Indenture Trustee, on behalf of the Owner Trustee, shall direct the Paying Agent shall deposit, or cause to be deposited, distribute to the Servicer and the Residual Interestholders from amounts on deposit in the Certificate Distribution Account all funds received by the Issuer pursuant to distributions as provided in Section 5.04(a5.02(b) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate with respect to such Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDate. (b) On each Payment Distribution Date, the Certificate Owner Trustee shall cause the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to send to DTC and each Certificateholder or record Residual Interestholder the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 6.01 of the Sale and Servicing AgreementAgreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to such Certificateholder the Owner in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Non-U.S. Person), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Sectionparagraph (c). If a Certificateholder In the event that an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in No later than the Certificate Distribution Account all close of business on the day it receives funds received distributed by the Issuer Indenture Trustee pursuant to Section 5.04(a) Sections 5.5, 5.6 and 5.10 of the Sale Transfer and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureAgreement, the Certificate Paying Agent will distribute such amounts to Trust Certificateholders on a pro rata basis, based upon the portion of the Certificate Balance held by such Certificateholder; provided, however, that if the Eligible Lender Trustee receives funds for distribution to Certificateholders after 11:00 a.m. on any day it shall use all reasonable efforts to distribute or cause to be distributed, such funds to the Certificateholdersapplicable Certificateholders on such day but shall not be liable for any damages if such funds are distributed on the following Business Day. Notwithstanding the foregoing, ratably, in proportion to each Certificateholder’s Percentage Interest, all amounts received by the funds on deposit Eligible Lender Trustee from the Indenture Trustee representing amounts in the Certificate Distribution AccountReserve Account in excess of the Specified Reserve Account Balance shall be distributed to the Depositor (but such distributions shall not reduce the principal amount of the Trust Certificates held by the Depositor) and no other Certificateholder shall be entitled to have a claim for such amounts. (b) On each Payment DateNo later than the Business Day following its receipt thereof, the Certificate Paying Agent Eligible Lender Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Trust Certificateholder or record (but so long as the Servicer’s Monthly Certificate Depositor is a Certificateholder, no such statement need be sent to the Depositor) the statement provided to the Certificate Paying Agent Eligible Lender Trustee by the Servicer Administrator pursuant to Section 4.09 5.7 of the Sale Transfer and Servicing AgreementAgreement relating to such Certificate Distribution Date. (c) In the event that If any withholding tax is imposed on the Issuer’s payment Trust's payments (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Eligible Lender Trustee and Certificate Paying Agent are is hereby authorized to and directed shall, upon receipt of written instructions of the Administrator identifying the appropriate amount, to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Eligible Lender Trustee or the Certificate Paying Agent from contesting any such tax in appropriate Proceedings proceedings, and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Eligible Lender 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 Sectionparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Eligible Lender Trustee and each Paying Agent the Administrator shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Eligible Lender Trustee and each Paying Agent the Administrator for any reasonable out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date Date, the Owner Trustee or other Business Day Indenture Trustee, on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) behalf of the Sale and Servicing Agreement or Section 5.04(b) of Owner Trustee, shall direct the Indenture, the Certificate [Paying Agent shall Agent] to distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, Master Servicer and the funds Residual Interestholders from amounts on deposit in the Certificate Distribution AccountAccount the distributions as provided in [Section of] the Indenture with respect to such Payment Date. (b) On each Payment Date, the Certificate Owner Trustee shall cause the [Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs Agent] to send to each Certificateholder or record Residual Interestholder the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Master Servicer pursuant to [Section 4.09 of of] the Sale and Servicing AgreementIndenture with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to such Certificateholder the Owner in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If there is the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who an Owner (or any other beneficial owner of the Owner Trust) that is not a United States PersonU.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8 or Form 1001), the Owner Trustee or the Certificate Paying Agent may shall in its sole discretion withhold such amounts as it determines are required to be withheld in accordance with this Sectionparagraph (c). If a Certificateholder In the event that an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall depositOn each Distribution Date, or cause to be deposited, in upon receipt from the Certificate Distribution Account all funds received by the Issuer Servicer of a distribution statement pursuant to Section 5.04(a4.09(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the IndentureAgreement, the Certificate Owner Trustee shall, directly or through a Paying Agent shall Agent, distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Certificate Percentage Interest, the funds on deposit amounts deposited in the Certificate Collection Account on such Distribution AccountDate pursuant to Section 4.08 of the Sale and Servicing Agreement and Section 2.08 of the Indenture. (b) On each Payment Distribution Date, the Certificate Owner Trustee shall, directly or through a Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs Agent, send to each Certificateholder or record the Servicer’s Monthly Certificate related distribution statement provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or the Certificate any Paying Agent from contesting any such tax in appropriate Proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance to the appropriate taxing authority. If the Owner Trustee or a Paying Agent determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate any Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Payment Date, the Paying Agent (or the Owner Trustee, if there is no Paying Agent) shall depositpay, or cause to the extent of funds available, the amount required to be deposited, in the Certificate Distribution Account all funds received deposited by the Issuer pursuant to Section 5.04(a) of Titling Trustee and by the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited Indenture Trustee into the Certificate Distribution Account pursuant to Section 5.04(a8.04 of the Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Payment Date. On any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any such excess shall be released to the Transferor. (b) On or after the date on which the Outstanding Amount of the Notes has been reduced to zero, pursuant to the Indenture and the Control Agreement, dominion and control over the Reserve Account shall be transferred to the Owner Trustee. On each Payment Date thereafter, all amounts distributable to the Trust Certificateholders shall be distributed by the Owner Trustee in the order and priority set forth in Section 8.04(a) of the Sale Indenture and Servicing Agreement or Section 5.04(bthe Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture. NALT 2004-A Amended and Restated Trust Agreement On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Transferor, without recourse, representation or warranty (except as set forth in Section 7.03), all of the Trust's right, title, and interest in, to and under the Reserve Account Property. In addition, on or following the Payment Date on which the Certificate Paying Agent Balance has been reduced to zero, the Transferor may direct the Owner Trustee in writing to distribute to it, and upon receipt of such direction the Owner Trustee shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage InterestTransferor, the funds on deposit in remaining assets of the Certificate Distribution AccountTrust. (bc) On each Payment Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Trust Certificateholder or record a report (the "Distribution Statement") provided by the Servicer’s Monthly , based on information in the Payment Date Certificate provided delivered pursuant to Section 8.03 of the Indenture, that shall include the following information: (i) the amount of SUBI Collections for the related Collection Period and the amounts allocable to the 2004-A SUBI Certificate; (ii) the Certificate Paying Agent Balance on the immediately preceding Payment Date, or if the current Payment Date is the first Payment Date, on the Closing Date; (iii) the aggregate amount of interest accrued and paid on each Class of Notes during the related Accrual Period; (iv) the aggregate amount of principal paid with respect to each Class of Notes and the Trust Certificates on such Payment Date and the Principal Carryover Shortfall, if any; (v) the Outstanding Amount of the Notes and the Certificate Balance on the day immediately preceding such Payment Date; (vi) the Note Factor for each Class of Notes and the Certificate Factor (after giving effect to payments made on such Payment Date); (vii) the Available Funds deposited into the SUBI Collection Account, including amounts with respect to each of items (i) through (v) of the definition thereof; (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; (ix) the Servicing Fee and the Payment Date Advance Reimbursement for the related Collection Period and (x) the amount of Residual Value Losses for the related Collection Period. NALT 2004-A Amended and Restated Trust Agreement The information required to be delivered by such Distribution Statement may be included with such other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to Section 4.09 of the Sale and Servicing Agreementother Basic Documents. (cd) In the event that If any withholding tax is imposed on the Issuer’s Trust's payment (or or, if the Trust is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust Certificateholder in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Issuer Trust 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 any distribution to a Certificateholder who is not a United States Person"non-U.S. person" (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shallSubject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Account resulting from any loss on or prior any Permitted Investment included therein, except for losses attributable to the date such Person becomes a Certificateholder, (i) so notify Indenture Trustee's or the Owner Trustee and Trustee's, as the Certificate Paying Agentcase may be, and (ii) (A) provide failure to make payments on any such Permitted Investments issued by the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Indenture 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 Certificateholder by its acceptance of 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 , as the case may be, in its commercial capacity as principal obligor and the Certificate Paying Agent’s reliance upon any documentsnot as trustee, forms or information provided by any Certificateholder to the Owner Trustee or the Certificate Paying Agentin accordance with their terms.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause to be deposited, in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Payment Date, the Certificate Owner Trustee shall cause the [Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs Agent] to send to each Certificateholder or record Residual Interestholder the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Owner Trustee by the Master Servicer pursuant to [Section 4.09 of 5.01 of] the Sale and Master ------------ Servicing AgreementAgreement with respect to such Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to such Certificateholder the Owner in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Issuer for remittance Trust and remitted to the appropriate taxing authority. In the event of any claimed overwithholding, Owners shall have no claim for recovery against the Trust or other Owners. If there is the amount withheld was not withheld from actual distributions, the Trust may, at its option, (i) require the Owner to reimburse the Trust for such withholding (and each Owner agrees to reimburse the Trust promptly following such request) or (ii) reduce any subsequent distributions by the amount of such withholding. If the Owner Trustee determines that a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder who an Owner (or any other beneficial owner of the Owner Trust) that is not a United States PersonU.S. Person and that has not established an applicable exemption from withholding (such as an effective Form W-8 or Form 1001), the Owner Trustee or the Certificate Paying Agent may shall in its sole discretion withhold such amounts as it determines are required to be withheld in accordance with this Sectionparagraph (c). If a Certificateholder In the event that an Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Owner Trustee and each Paying Agent for any out-out- of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent shall deposit, or cause will distribute to be deposited, in the Certificate Distribution Account all funds received by Trustor and the Issuer Ownership Certificateholder any amounts payable pursuant to Sections 5.02(b) and Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture9.01(c), the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Accountas applicable. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s 's payment (or allocations of income) to a the Ownership Certificateholder, such tax shall will reduce the amount otherwise distributable to such Certificateholder in accordance with this Sectionthe Ownership Certificateholder. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Ownership Certificateholder sufficient funds for the payment of any such withholding tax that is legally owed by the 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 proceedings and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a the Ownership Certificateholder shall will be treated as cash distributed to such the Ownership Certificateholder at the time it is withheld by the Issuer for remittance 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 Ownership Certificateholder to reimburse the Issuer for such withholding (and the Ownership Certificateholder 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 Certificateholder who is not a United States Non-U.S. Person), 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 Sectionparagraph (b). If a In the event that the Ownership Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall Issuer will reasonably cooperate with such the Ownership Certificateholder in making such claim so long as such the Ownership Certificateholder agrees to reimburse the Owner Trustee and each Certificate Paying Agent or the Delaware Trustee for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Payment Date the Paying Agent shall depositwith respect to the Certificate shall, or cause after payment of all liabilities of the Trust, including any amounts owing to be depositedthe Owner Trustee and the Insurer under the Transaction Documents, distribute all amounts on deposit in the Depositor Account to the holder of the Certificate. In addition, the Paying Agent with respect to the Certificate Distribution shall, after payment of all liabilities of the Trust, including any amounts owing to the Owner Trustee and the Insurer under the Transaction Documents, promptly remit to the holder of the Certificate any amounts received from the Indenture Trustee for the benefit of the holder of the Certificate in respect of excess amounts from the Reserve Account all funds received by the Issuer pursuant to Section 5.04(a3.6(d) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountAllocation Agreement. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s any payment (or allocations of income) by the Trust to a Certificateholderthe holder of the Certificate, such tax shall reduce the amount otherwise distributable to such Certificateholder the holder of the Certificate in accordance with this SectionSection 5.2. The Owner Trustee and Certificate each Paying Agent are with respect to the Certificate is hereby authorized and directed to retain (as directed in writing by the Administrator) from amounts otherwise distributable to the Certificateholders holder of the Certificate sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent Trust from contesting any such tax in appropriate Proceedings proceedings, and withholding payment of such tax, if permitted by Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder the holder of the Certificate shall be treated as cash distributed to such Certificateholder the holder of the Certificate at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person)distribution, the Owner Trustee or the Certificate Paying Agent may with respect to the Certificate may, in its sole discretion discretion, withhold such amounts in accordance with this SectionSection 5.2. If a Certificateholder the holder of the Certificate wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder the holder of the Certificate in making such claim so long as such Certificateholder the holder of the Certificate agrees to reimburse the Owner Trustee Trustee, as such and each Paying Agent in its individual capacity, for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate On each Distribution Date, the Paying Agent shall deposit, or cause distribute to be deposited, Certificateholders amounts deposited in the Certificate Distribution Account all funds received by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) 5.06 of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause with respect to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate such Distribution AccountDate. (b) On each Payment Distribution Date, the Certificate Owner Trustee shall cause the Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to send to each Certificateholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent Owner Trustee by the Servicer Indenture Trustee pursuant to Section 4.09 5.07 of the Sale and Servicing AgreementAgreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such Certificateholder in accordance with this Section. The Owner Trustee and Certificate the Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Owner Trustee on behalf of 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 Certificateholder who is not a United States Personnon-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableparagraph. (d) Any Certificateholder that Holder of a Trust Certificate which is organized under the laws of a jurisdiction outside the United States Person shall, on or prior to the date that such Person Holder becomes a CertificateholderHolder, so notify the Owner Trustee and the Paying Agent and either (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Internal Revenue Service Form W-9 W-8BEN, W-8ECI, W-8IMY (including xxx xxxxxxxx attachments thereto) or successor form) other similar forms, as appropriate, or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder Holder agrees by its acceptance of 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 Certificateholder Holder by its acceptance of 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 Certificateholder Holder to the Owner Trustee or the Certificate Paying AgentTrustee.

Application of Trust Funds. (a) The Certificate Paying Agent On each date that the Delaware Trustee, on behalf of the Trust, receives any funds from the Collection Fund (a "Distribution Date"), the Delaware Trustee shall depositdistribute such amounts to the Certificateholder on such Distribution Date, or cause pro rata based upon their Percentage Interests. All such funds to be deposited, distributed to the Delaware Trustee shall be wired in accordance with wiring instructions provided to the Certificate Distribution Account all funds received Trustee by the Issuer pursuant to Section 5.04(a) of the Sale and Servicing Agreement or the terms of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDelaware Trustee. (b) On each Payment Date, the Certificate Paying Agent shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs to each Certificateholder or record the Servicer’s Monthly Certificate provided to the Certificate Paying Agent by the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Delaware Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the such Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance Trust 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 Certificateholder who is not a United States Personnon-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 Sectionparagraph (b). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Delaware Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Delaware Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (dc) Any Certificateholder that is a United States Person shall, on or prior to On the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the IssuerClosing Date, the Owner Trustee or Certificateholder shall receive all amounts received by the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify Trust from the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and Counterparty under the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this SectionInterest Rate Cap Derivative Product Agreement. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.

Application of Trust Funds. (a) The Certificate Paying Agent On each Distribution Date, the Eligible Lender Trustee shall depositdistribute to Certificateholders (i) the Certificateholders' Return Distribution Amount for such Distribution Date on a pro rata basis according to amounts payable in respect of Certificateholders' Return Distribution Amount, or cause to be deposited, in (ii) the Certificate Balance Distribution Account all funds Amount for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of the Certificate Balance, and (iii) the Certificate Return Carryover for such Distribution Date, if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received by from the Issuer Indenture Trustee pursuant to Section 5.04(a) Sections 2.7 and 2.8 of the Sale and Servicing Administration Agreement or the terms of the Indenture. All funds held in the Certificate on such Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution AccountDate. (b) On each Payment Distribution Date, the Certificate Paying Agent Eligible Lender Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder or record the Servicer’s Monthly Certificate statement provided to the Certificate Paying Agent Eligible Lender Trustee by the Servicer Administrator pursuant to Section 4.09 2.9 of the Sale and Servicing AgreementAdministration Agreement on such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to such the Certificateholder in accordance with this Section. The Owner Eligible Lender Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Law, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amounts). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Person), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.Eligible Lender

Application of Trust Funds. (a) The Certificate Paying Agent On each Monthly Payment Date, the Owner Trustee shall depositdistribute to the Residual Interestholder, or cause to be depositedamounts, in if any received from the Certificate Distribution Account all funds received by the Issuer Indenture Trustee pursuant to Section 5.04(a5.06(b) of the Sale Transfer and Servicing Agreement with respect to such Monthly Payment Date or the terms received pursuant to Section 5.04 of the Indenture. All funds held in the Certificate Distribution Account shall be held uninvested pending distribution to the Certificateholders. On each Payment Date or other Business Day on which amounts are deposited into the Certificate Distribution Account pursuant to Section 5.04(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, the Certificate Paying Agent shall distribute or cause to be distributed, to the Certificateholders, ratably, in proportion to each Certificateholder’s Percentage Interest, the funds on deposit in the Certificate Distribution Account. (b) On each Monthly Payment Date, the Certificate Paying Agent Owner Trustee shall make available on its website at xxxx://xxx.xxxxxx.xxx/abs send to each Certificateholder the Residual Interestholder the statement or record the Servicer’s Monthly Certificate statements provided to the Certificate Paying Agent Owner Trustee by the Servicer pursuant to Section 4.09 5.08 of the Sale Transfer and Servicing AgreementAgreement with respect to such Monthly Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a CertificateholderResidual Interestholder, such tax shall reduce the amount otherwise distributable to such Certificateholder the Residual Interestholder in accordance with this Section. The Owner Trustee and Certificate Paying Agent are is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Residual Interestholder's sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer 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 Applicable Lawlaw, pending the outcome of such Proceedings, it being understood that neither the Owner Trustee nor any Paying Agent shall have any duty to contest such amountsproceedings). The amount of any withholding tax imposed with respect to a Certificateholder Residual Interestholder shall be treated as cash distributed to such Certificateholder the Residual Interestholder at the time it is withheld by the Issuer for remittance 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 Certificateholder who is not a United States Personnon-U.S. Residual Interestholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee and each Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent for any out-of-pocket expenses incurred, as applicableparagraph (c). (d) Any Certificateholder that is a United States Person shall, on or prior to the date that such Person becomes a Certificateholder, (i) provide the Owner Trustee and the Certificate Paying Agent with IRS Form W-9 (or successor form) or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is exempt from backup withholding. Any such Certificateholder agrees by its acceptance of a Certificate, upon request of the Issuer, the Owner Trustee or the Certificate Paying Agent, to provide like certification or notification on an ongoing basis and to notify the Owner Trustee or Certificate Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner Trustee 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 such Certificateholder to the Issuer, the Owner Trustee or the Certificate Paying Agent pursuant to this Section. (e) Any Certificateholder that is not a United States Person shall, on or prior to the date such Person becomes a Certificateholder, (i) so notify the Owner Trustee and the Certificate Paying Agent, and (ii) (A) provide the Owner Trustee and the Certificate Paying Agent with applicable IRS Form W-8 (or successor forms) 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 Certificateholder agrees by its acceptance of 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 Certificateholder by its acceptance of 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 Certificateholder to the Owner Trustee or the Certificate Paying Agent.