Common use of Application of Trust Funds Clause in Contracts

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 2.7 of the Servicing Agreement Indenture on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the The Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall not be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall not be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee Paying Agent shall send to each Certificateholder the statement provided to the Owner Trustee Paying Agent by the Servicer pursuant to Section 4.09 2.8 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the 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 Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section Sections 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or the Paying Agent shall will distribute to the Certificateholders, on a pro rata basis, amounts equal to the Certificateholder amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 5.04 and Section 4.07 5.05 of the Sale and Servicing Agreement on or prior to such Distribution Payment Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Payment Date, the Owner Trustee Paying Agent shall send to each make available on its website at xxxxx://xxxxx.xxxxxx.xxx for the benefit of the Certificateholder the statement provided to the Owner Indenture Trustee by the Servicer pursuant to Section 4.09 5.06(a) of the Sale and Servicing Agreement on such Distribution Payment Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If Any Certificateholder shall be required to deliver to the Paying Agent, the Depositor and the Trust prior to the first Payment Date and at any withholding tax time or times required by applicable law, (i) a correct, complete and properly executed U.S. Internal Revenue Service Form X-0, X-0XXX, X-0XXX-X, X-0XXX, W-8IMY or W-8EXP (with appropriate attachments), as applicable and (ii) any documentation that is imposed on required under FATCA or is otherwise necessary (in the sole determination of the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or Depositor, the Paying Agent shall not have an obligation or other agent of the Trust, as applicable), to enable the Trust, the Depositor, the Paying Agent and any other agent of the Trust to determine their duties and liabilities with respect to any taxes they may be required to withhold pursuant to such Code sections in respect of such Certificate or the Certificateholder of such Certificate or beneficial interest therein. In addition, each holder of a Certificate will be deemed to understand that the Paying Agent has the right to withhold on amounts payable with respect to the Certificate or beneficial interest therein. In addition, each holder of a Certificate will be deemed to understand that the Paying Agent has the right to withhold on amounts payable with respect to the Certificate (without any such amount corresponding gross-up) if and for so long as required. The Depositor hereby covenants with the Paying Agent that the Depositor is will use reasonable efforts to provide the sole Certificateholder. The Owner Trustee Paying Agent with sufficient information so as to enable the Paying Agent to determine whether or not the Paying Agent is hereby authorized and directed obliged to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment make any FATCA withholding tax in respect of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed payments with respect to a Certificateholder shall be treated as cash distributed Certificate (and if applicable, to such Certificateholder at use reasonable efforts to provide the time it is withheld by necessary detailed information to effectuate the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such FATCA withholding tax, the Owner Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees setting forth applicable amounts to reimburse the Owner Trustee or the Paying Agent for any out-of-pocket expenses incurredbe withheld). (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or shall cause the Paying Agent shall to distribute to the Certificateholders, on a pro rata basis, amounts equal to the Trust Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement on or prior Indenture with respect to such Distribution Payment Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed , pro rata to the Trust Certificateholders on such Distribution Date. Each of record at the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments close of business on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see Record Date with respect to such distributionPayment Date. (b) On and 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 Fund shall be transferred to the Paying Agent on behalf of the Owner Trustee. On each Distribution Payment Date thereafter, all amounts distributable to the Trust Certificateholders from the Reserve Fund shall be distributed by the Paying Agent on behalf of the Owner Trustee in the order and priority set forth in Section 8.04(b) of the Indenture. (c) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the statement “Distribution Statement”) provided by the Servicer (in the manner set forth in Section 8.03 of the Indenture), based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the information provided in such Payment Date Certificate. The information required to be delivered by such Distribution Statement may be included with other information or reports furnished by the Servicer to the Owner Trustee by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderother Basic Documents. (cd) If In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the shall authorize and direct Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted Issuer for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder)distribution, the Owner Trustee or may, in its sole discretion, direct the Paying Agent may in its sole discretion to withhold such amounts in accordance with this Section 5.2(c)Section. If In the event that a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 6.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Fund resulting from any loss on any Permitted Investment included therein, except for payment losses attributable to the Trust Indenture Trustee’s or Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (f) In order to assure that sufficient amounts are available to make the payments to Securityholders pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) 8.04 and Article V of the Indenture instructing and this Section (collectively, the Indenture Trustee “Secured Obligations”) the Transferor hereby pledges and assigns and grants a security interest in all of its right, title and interest in the Reserve Fund Property to pay such funds the Issuer, to or at secure the order of the DepositorSecured Obligations.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the CertificateholdersCertificateholderes, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the AART Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 4.05 and Section 4.07 8.01(b) of the Servicing Administration Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic AART Transaction Documents, if and for so long as Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the DepositorDepositor or another subsidiary of Ally Bank, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required hereunder or under the Servicing Administration Agreement shall be made directly to the Depositor Certificateholder by the AART Indenture Trustee (whether or not the Servicing Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the AART Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the AART Owner Trustee shall send to each Certificateholder the statement provided to the AART Owner Trustee by the Servicer Administrator pursuant to Section 4.09 4.07(a) of the Servicing Administration Agreement on such Distribution DateDate setting forth, among other things, the amount distributed on the Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided provided, however, that no such statement shall be required to be sent by the AART Owner Trustee if and for so long as the Depositor or another subsidiary of Ally Bank is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided provided, however, that the AART 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 AART Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the AART Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the AART Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the AART Owner Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the AART Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the AART Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the AART Indenture, the AART Owner Trustee shall, upon notice from the AART Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the AART Indenture Trustee pursuant to Section 3.3(e) of the AART Indenture instructing the AART Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, upon receipt from the Servicer of an Investor Report pursuant to Section 3.10 of the Sale and Servicing Agreement, the Owner Trustee shall, directly or through a Paying Agent, distribute or cause to be distributed, to the Certificateholders, in proportion to each Certificateholder’s Certificate Percentage Interest, available amounts deposited in the Collection 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 one or more of its Affiliates are the sole Certificateholders, 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 Owner Trustee shall, directly or the through a Paying Agent shall distribute to the CertificateholdersAgent, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on send or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send make available electronically to each Certificateholder of record the statement related Investor Report provided to the Owner Trustee by the Servicer pursuant to Section 4.09 3.10 of the Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole CertificateholderAgreement. (cd) If In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for United States federal income tax purposes, allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the and each Paying Agent is 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 payable owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the any Paying Agent from contesting any such tax in appropriate proceedings Proceedings and withholding payment of such tax, if permitted by lawApplicable Law, 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 Trust and remitted 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 non-U.S. Certificateholder), the Owner Trustee or the any Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this Section 5.2(c)Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or subject to this Section 5.02(a), the Paying Agent shall, or shall cause the Account Bank to, distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Sections 5.06(ii)(K) or (iii)(H), or Section 4.06 and Section 4.07 5.07(d) of the Sale and Servicing Agreement with respect to such Payment Date. The Certificateholders of 100% Percentage Interest of the Trust Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to such Distribution Datethe close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to Section 5.06(ii)(K) or (iii)(H), or Section 5.07(d) of the Sale and Servicing Agreement. Funds received by If the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date Certificateholders make this election, these amounts will be distributed to treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Date. Each a subsequent Payment Date pursuant to Section 5.06(ii)(K) of the Owner Trustee Sale and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionAgreement). (b) On each Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder post a copy of the statement or statements provided to the Owner Indenture Trustee by the Servicer pursuant to Section 4.09 5.08 of the Sale and Servicing Agreement with respect to such Payment Date on its internet website promptly following its receipt thereof, for the benefit of the Certificateholder. The Paying Agent’s internet website shall initially be located at hxxxx://xxxxx.xxxxxx.xxx. Assistance in using the website can be obtained by calling the Paying Agent’s bondholder services group at (000) 000-0000. The Paying Agent may, but shall not be obligated to, change the way the statements and information are posted or distributed in order to make such Distribution Date; provided that no distribution more convenient and/or accessible for such statement shall be required to be sent by the Owner Trustee if Certificateholders, and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation provide on the website timely and adequate notification to withhold all parties regarding any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurredchange. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner Trustee 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 to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received (if any) by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee Trust and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 respect of the Trust are held by Estate at the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on direction of the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionCertificateholder. (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 8.4(a), or Section 8.4(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 8.4 of the Indenture). (c) On each Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder by first class mail or other reasonable means (including, but not limited to, posting on the statement provided to Paying Agent's website at hxxxx://xxx.xxxxxxxxx.xxx/xxxxxxxxxx-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp) the Owner Trustee Servicer Certificate prepared by the Servicer pursuant to Section 4.09 8.3 of the Servicing Agreement Indenture 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 Distribution Date; provided that no such statement shall be required reports upon a request in writing to be sent by the Owner Trustee if and for so long as Paying Agent at the Depositor is Corporate Trust Office of the sole CertificateholderIndenture Trustee. (cd) If any withholding tax is imposed on distributions of the Trust’s payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Certificateholder5.01. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or and 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 or and the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment . The Depositor, as initial Certificateholder, agrees to provide to the Trust pursuant Paying Agent (and from time to Section 3.3(e) time thereafter, so long as it is a Certificateholder, upon the reasonable request of the IndenturePaying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Owner Trustee shall, upon notice Depositor is exempt from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorU.S. federal backup withholding tax.

Application of Trust Funds. (a) On each Distribution Date, the Owner Eligible Lender Trustee or the Paying Agent shall distribute 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, (ii) the Certificate Balance Distribution Amount for such Distribution Date, if any, on a pro rata basis, basis according to amounts equal to the amounts deposited payable in respect of the Certificate Distribution Account pursuant to Section 4.06 Balance, and Section 4.07 of (iii) the Servicing Agreement on or prior to Certificate Return Carryover for such Distribution Date. Funds , if any, on a pro rata basis according to amounts payable in respect of Certificate Return Carryover, as received by from the Owner Indenture Trustee or pursuant to Sections 2.7 and 2.8 of the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders Administration Agreement on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Eligible Lender Trustee shall send to each Certificateholder the statement provided to the Owner Eligible Lender Trustee by the Servicer Administrator pursuant to Section 4.09 2.9 of the Servicing Administration Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Eligible Lender Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Eligible Lender Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and to be remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable The Eligible Lender Trustee shall withhold or cause to be withheld at the maximum applicable rate provided in section 1441, 1442 or 1446 of the Code with respect to a distribution (such as a distribution all distributions made to a non-persons that are not known to be U.S. Certificateholder)Persons, within the Owner Trustee or meaning of the Paying Agent may Code, unless it is otherwise determined in its sole discretion withhold such amounts in accordance with this Section 5.2(c)the opinion of counsel. If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Eligible Lender Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Eligible Lender Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or the Paying Agent shall will distribute to the Certificateholders, on a pro rata basis, amounts equal to the Certificateholder amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 5.04 and Section 4.07 5.05 of the Sale and Servicing Agreement on or prior to such Distribution Payment Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Payment Date, the Owner Trustee Paying Agent shall send to each make available on its website at xxx.xxxxxx.xxx/xxx for the benefit of the Certificateholder the statement provided to the Owner Indenture Trustee by the Servicer pursuant to Section 4.09 5.06(a) of the Sale and Servicing Agreement on such Distribution Payment Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If Any Certificateholder shall be required to deliver to the Paying Agent, the Depositor and the Trust prior to the first Payment Date and at any withholding tax time or times required by applicable law, (i) a correct, complete and properly executed U.S. Internal Revenue Service Form X-0, X-0XXX, X-0XXX-X, X-0XXX, W-8IMY or W-8EXP (with appropriate attachments), as applicable and (ii) any documentation that is imposed on required under FATCA or is otherwise necessary (in the sole determination of the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or Depositor, the Paying Agent shall not have an obligation or other agent of the Trust, as applicable), to enable the Trust, the Depositor, the Paying Agent and any other agent of the Trust to determine their duties and liabilities with respect to any taxes they may be required to withhold pursuant to such Code sections in respect of such Certificate or the Certificateholder of such Certificate or beneficial interest therein. In addition, each holder of a Certificate will be deemed to understand that the Paying Agent has the right to withhold on amounts payable with respect to the Certificate or beneficial interest therein. In addition, each holder of a Certificate will be deemed to understand that the Paying Agent has the right to withhold on amounts payable with respect to the Certificate (without any such amount corresponding gross-up) if and for so long as required. The Depositor hereby covenants with the Paying Agent that the Depositor is will use reasonable efforts to provide the sole Certificateholder. The Owner Trustee Paying Agent with sufficient information so as to enable the Paying Agent to determine whether or not the Paying Agent is hereby authorized and directed obliged to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment make any FATCA withholding tax in respect of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed payments with respect to a Certificateholder shall be treated as cash distributed Certificate (and if applicable, to such Certificateholder at use reasonable efforts to provide the time it is withheld by necessary detailed information to effectuate the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such FATCA withholding tax, the Owner Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees setting forth applicable amounts to reimburse the Owner Trustee or the Paying Agent for any out-of-pocket expenses incurredbe withheld). (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or shall cause the Paying Agent shall to distribute to the Certificateholders, on a pro rata basis, amounts equal to the Trust Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement on or prior Indenture with respect to such Distribution Payment Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed , pro rata to the Trust Certificateholders on such Distribution Date. Each of record at the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments close of business on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see Record Date with respect to such distributionPayment Date. (b) On and 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 Fund shall be transferred to the Paying Agent on behalf of the Owner Trustee. On each Distribution Payment Date thereafter, all amounts distributable to the Trust Certificateholders from the Reserve Fund shall be distributed by the Paying Agent on behalf of the Owner Trustee in the order and priority set forth in Section 8.04(b) of the Indenture. (c) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the statement “Distribution Statement”) provided by the Servicer (in the manner set forth in Section 8.03 of the Indenture), based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the information provided in such Payment Date Certificate. The information required to be delivered by such Distribution Statement may be included with other information or reports furnished by the Servicer to the Owner Trustee by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderother Basic Documents. (cd) If In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the shall authorize and direct Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted Issuer for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder)distribution, the Owner Trustee or may, in its sole discretion, direct the Paying Agent may in its sole discretion to withhold such amounts in accordance with this Section 5.2(c)Section. If In the event that a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket out‑of‑pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 6.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Fund resulting from any loss on any Permitted Investment included therein, except for payment losses attributable to the Trust Indenture Trustee’s or Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (f) In order to assure that sufficient amounts are available to make the payments to Securityholders pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) 8.04 and Article V of the Indenture instructing and this Section (collectively, the Indenture Trustee “Secured Obligations”) the Transferor hereby pledges and assigns and grants a security interest in all of its right, title and interest in the Reserve Fund Property to pay such funds the Issuer, to or at secure the order of the DepositorSecured Obligations.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, upon receipt from the Servicer of an Investor Report pursuant to Section 3.10 of the Sale and Servicing Agreement, the Owner Trustee shall, directly or through a Paying Agent, distribute or cause to be distributed, to the Certificateholders, in proportion to each Certificateholder’s Certificate Percentage Interest, available amounts on deposit in the Collection Account on such Payment Date, or required to be deposited into the Collection Account in respect of the related Collection Period, pursuant to 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 one or more of its Affiliates are the sole Certificateholders, 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) or 9.01(d), the remaining assets of the Issuer. (c) On each Payment Date, the Owner Trustee shall, directly or the through a Paying Agent shall distribute to the CertificateholdersAgent, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on send or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send make available electronically to each Certificateholder of record the statement related Investor Report provided to the Owner Trustee by the Servicer pursuant to Section 4.09 3.10 of the Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole CertificateholderAgreement. (cd) If In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for United States federal income tax purposes, allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the such Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the and each Paying Agent is 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 payable owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the any Paying Agent from contesting any such tax in appropriate proceedings Proceedings and withholding payment of such tax, if permitted by lawApplicable Law, 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 Trust and remitted 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 non-U.S. Certificateholder), the Owner Trustee or the any Paying Agent may may, in its sole discretion discretion, withhold such amounts in accordance with this Section 5.2(c)Section. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the and each Paying Agent for any out-of-pocket expenses incurred, as applicable. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner Trustee 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 to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received (if any) by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee Trust and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 respect of the Trust are held by Estate at the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on direction of the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionCertificateholder. (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 Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder make available (including, but not limited to, posting on the statement provided to Paying Agent’s website at wxx.xxxxxxxxxxxxxxxxxxxxxx.xxx) the Owner Trustee Servicer Certificate prepared by the Servicer pursuant to Section 4.09 8.3 of the Servicing Agreement Indenture 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 Distribution Date; provided that no such statement shall be required reports upon a request in writing to be sent by the Owner Trustee if and for so long as Paying Agent at the Depositor is Corporate Trust Office of the sole CertificateholderIndenture Trustee. (cd) If any withholding tax is imposed on distributions of the Trust’s payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Certificateholder5.01. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-Certificateholder that is not a U.S. CertificateholderPerson), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or and 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 or and the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment . The Depositor, as initial Certificateholder, agrees to provide to the Trust pursuant Paying Agent (and from time to Section 3.3(e) time thereafter, so long as it is a Certificateholder, upon the reasonable request of the IndenturePaying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Owner Trustee shall, upon notice Depositor is exempt from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorU.S. federal backup withholding tax.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section Sections 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor Seller by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution DateDate 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 Account (and amounts, if any, distributed from the Reserve Account) and the Total Servicing Fee with respect to such Distribution Date or Monthly Period, as applicable; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor Seller is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Seller is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee Paying Agent or the Certificate Paying Agent (as defined below) shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement (or, in the case of the Certificate Paying Agent, amounts to be paid by it as described below) on or prior to such Distribution Date. Funds received by the Owner Trustee Certificate Paying Agent or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee Certificate Paying Agent and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee Certificate Paying Agent nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee Certificate Paying Agent or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee Certificate Paying Agent nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee Trustee, as the certificate paying agent (in such capacity, the “Certificate Paying Agent”) (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee and Paying Agent shall have no duty or liability to see to such distributiondistribution or to monitor, supervise or perform the obligations of the Certificate Paying Agent. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee Paying Agent or the Certificate 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 Paying Agent or the Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee Certificate Paying Agent or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee Certificate Paying Agent or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee Certificate Paying Agent 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 Certificate Paying Agent or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or Trustee, the Paying Agent or the Certificate Paying Agent (as defined below) shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement (or, in the case of the Certificate Paying Agent, amounts to be paid by it as described below) on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (in such capacity, the “Certificate Paying Agent”) (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee and Paying Agent shall have no duty or liability to see to such distributiondistribution or to monitor, supervise or perform the obligations of the Certificate Paying Agent. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee Trustee, the Paying Agent or the Certificate 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 Trustee, the Paying Agent or the Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner Trustee 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 to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received (if any) by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee Trust and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 respect of the Trust are held by Estate at the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on direction of the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionCertificateholder. (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 Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder by first class mail or other reasonable means (including, but not limited to, posting on the statement provided to Paying Agent’s website at hxxxx://xxx.xxxxxxxxx.xxx/xxxxxxxxxx-bank/trust-custody/corporate-trust-services/asset-backed-servicer-reports.jsp) the Owner Trustee Servicer Certificate prepared by the Servicer pursuant to Section 4.09 8.3 of the Servicing Agreement Indenture 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 Distribution Date; provided that no such statement shall be required reports upon a request in writing to be sent by the Owner Trustee if and for so long as Paying Agent at the Depositor is Corporate Trust Office of the sole CertificateholderIndenture Trustee. (cd) If any withholding tax is imposed on distributions of the Trust’s payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Certificateholder5.01. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or and 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 or and the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment . The Depositor, as initial Certificateholder, agrees to provide to the Trust pursuant Paying Agent (and from time to Section 3.3(e) time thereafter, so long as it is a Certificateholder, upon the reasonable request of the IndenturePaying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Owner Trustee shall, upon notice Depositor is exempt from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorU.S. federal backup withholding tax.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the CertificateholdersCertificateholderes, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred.to (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) Except to the extent otherwise specified in the Forepart, the Trustee shall credit to the Collection Account all moneys or 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 applied to the purchase of the Trust Assets and (iii) any payments to the Trust under any Credit Enhancement Agreement. (b) On each Obligations Payment Date, the Trustee shall (i) withdraw from the Collection Account such amounts as are necessary to satisfy the expenses of the Trust, to the extent not paid by the Depositor pursuant to Section 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 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 (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) On each Distribution Date, the Owner 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), distribute from the Paying Agent shall distribute Collection Account to the Certificateholders, on a pro rata basis, all amounts equal to the amounts deposited then remaining on deposit in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 Collection Account, provided that any payments which the Trustee has received in respect of the Servicing Swap Agreement, any Related Agreement on or prior to such Distribution Date. Funds received any Credit Enhancement Agreement by the Owner Trustee or the Paying Agent by 1:00 3:00 p.m. (Eastern New York City time) on any the Distribution Date will be distributed to on the Certificateholders on such Distribution Date. Each of the Owner Trustee , and the Paying Agent shall use its best efforts to distribute any funds payments received after 1:00 3:00 p.m. (Eastern time) on any the Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall will be liable if such funds are not distributed until on the next Business Day. Any funds , 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 Owner Trustee Trust under the Swap Agreement, any Related Agreement or Credit Enhancement Agreement or paid by the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in Trust on the Certificate Distribution Account until distributed to Certificates, which the Certificateholders, and neither the Owner Trustee nor the Paying Calculation Agent shall be liable for any interest thereon. provide at least two (2) Business Days prior to each Obligations Payment Date and Distribution Date, respectively. (e) Notwithstanding the foregoing or anything else Sections 6.2(a) to the contrary in this Agreement or the other Basic Documents(d), if and for so long as Certificates representing in the aggregate a 100% beneficial interest event of an event described in the Trust are held Section 8.2(a) hereof, funds shall be applied by the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained Trustee in accordance with Section 8.2 and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by not this Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution6.2. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (cf) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, Certificateholder such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation 6.2, including any amounts payable to withhold any such amount if and for so long as the Depositor is the sole CertificateholderCertificateholders pursuant to Section 8.2 below. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable required to be withheld by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent if indemnified to its satisfaction, from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a Certificateholder that is a non-U.S. CertificateholderPerson), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c6.2(f). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. The Trustee shall not be liable to any Person for withholding or failing to withhold any such withholding tax. (dg) If the Indenture Trustee holds escheated funds for payment 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 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, to the Trust extent provided under the Swap Agreement, any Related Agreement or any Credit Enhancement Agreement, seek reimbursement of any such amounts from the relevant party under such agreement, including in each case any amounts payable to Certificateholders pursuant to Section 3.3(e8.2 below. (h) of Notwithstanding any other provisions in the IndentureSeries Trust Agreement, the Owner Trustee shallright of any Certificateholder to receive payment of principal of and interest on a Certificate on or after their due dates, upon notice from and to institute suit for the Indenture Trustee that enforcement of any such funds existpayment on or after the date such payment is payable, submit on behalf shall not be impaired without the consent of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorCertificateholder.

Application of Trust Funds. (a) On each Distribution Date, the CARAT Owner Trustee or the Paying Agent shall distribute to the CARAT 20 -SN Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 4.05 and Section 4.07 8.01(b) of the Servicing Trust Sale and Administration Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other CARAT Basic Documents, if and for so long as CARAT 20 -SN Certificates representing in the aggregate a 100% beneficial interest Voting Interest in the Trust are held by the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the CARAT 20 -SN Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required hereunder or under the Servicing Trust Sale and Administration Agreement shall be made directly to the Depositor by the CARAT Indenture Trustee (whether or not the Servicing Trust Sale and Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the CARAT Owner Trustee shall send to each CARAT 20 -SN Certificateholder the statement provided to the CARAT Owner Trustee by the Servicer Trust Administrator pursuant to Section 4.09 4.07(a) of the Servicing Trust Sale and Administration Agreement on such Distribution DateDate setting forth, among other things, the amount distributed on the CARAT 20 -SN Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided provided, however, that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Depositor is the sole CARAT 20 -SN Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a CARAT 20 -SN Certificateholder, such tax shall reduce the amount otherwise distributable to the CARAT 20 -SN Certificateholder in accordance with this Section 5.2; provided provided, however, that the CARAT 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 CARAT 20 -SN Certificateholder. The CARAT Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 20 -SN Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a CARAT 20 -SN Certificateholder shall be treated as cash distributed to such CARAT 20 -SN Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CARAT 20 -SN Certificateholder), the CARAT Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a CARAT 20 -SN Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee or the Paying Agent shall reasonably cooperate with such CARAT 20 -SN Certificateholder in making such claim so long as such CARAT 20 -SN Certificateholder agrees to reimburse the CARAT Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If any costs arise in connection with the resignation of the Trust Administrator and the appointment of a successor Trust Administrator as described in Section 7.03 of the Trust Sale and Administration Agreement, such costs shall reduce the amount otherwise distributable to the CARAT 20 -SN Certificateholder in accordance with this Section 5.2. The CARAT Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 20 -SN Certificateholders sufficient funds for the payment of such costs. (e) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner Trustee 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 to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received (if any) by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee Trust and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 respect of the Trust are held by Estate at the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on direction of the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionCertificateholder. (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 Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder make available (including, but not limited to, posting on the statement provided to Paying Agent’s website at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx) the Owner Trustee Servicer Certificate prepared by the Servicer pursuant to Section 4.09 8.3 of the Servicing Agreement Indenture 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 Distribution Date; provided that no such statement shall be required reports upon a request in writing to be sent by the Owner Trustee if and for so long as Paying Agent at the Depositor is Corporate Trust Office of the sole CertificateholderIndenture Trustee. (cd) If any withholding tax is imposed on distributions of the Trust’s payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Certificateholder5.01. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or and 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 or and the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment . The Depositor, as initial Certificateholder, agrees to provide to the Trust pursuant Paying Agent (and from time to Section 3.3(e) time thereafter, so long as it is a Certificateholder, upon the reasonable request of the IndenturePaying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Owner Trustee shall, upon notice Depositor is exempt from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorU.S. federal backup withholding tax.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 2.7 of the Servicing Agreement Indenture on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the The Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall not be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall not be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee Paying Agent shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 3.7 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the 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 Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the CertificateholdersCertificate holders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section Sections 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor Seller by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution DateDate 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 Account (and amounts, if any, distributed from the Reserve Account) and the Total Servicing Fee with respect to such Distribution Date or Monthly Period, as applicable; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor Seller is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificate holder in accordance with this Section 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 Seller is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section Sections 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor Seller by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution DateDate 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 Account (and amounts, if any, distributed from the Reserve Account) and the Total Servicing Fee with respect to such Distribution Date or Monthly Period, as applicable; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor Seller is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Seller is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section Sections 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution DateNo later than the close of business on the day it receives funds distributed by the Indenture Trustee pursuant to Sections 5.5, 5.6 and 5.10 of the Sale and Servicing Agreement, the Owner Trustee or the Certificate Paying Agent shall will distribute such amounts (i) to Trust Certificateholders of the Certificateholders, applicable Class on a pro rata basis, amounts equal basis with respect to interest and pursuant to the amounts deposited procedures set forth in subsection (d) below with respect to principal and (ii) to holders of the Originators' Interests, as set forth in the Certificate Distribution Account pursuant related Trust Supplement; PROVIDED, HOWEVER, that if the Eligible Lender Trustee receives funds for distribution to Section 4.06 and Section 4.07 of Certificateholders after 11:00 a.m. on any day it shall use all reasonable efforts to distribute such funds to the Servicing Agreement applicable Certificateholders on or prior to such Distribution Dateday but shall not be liable for any damages if such funds are distributed on the following Business Day. Funds Notwithstanding the foregoing, all amounts received by the Owner Eligible Lender Trustee or from the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will Indenture Trustee representing amounts in the Reserve Account in excess of the Specified Reserve Account Balance shall be distributed to the Certificateholders on such Distribution Date. Each holders of the Owner Trustee Originators' Interests, if any, and then to TMS Student Holdings, Inc. (but such distributions shall not reduce the Paying Agent shall use principal amount of the Trust Certificate held by TMS Student Holdings, Inc. or its best efforts to distribute any funds received after 1:00 p.m. (Eastern timeportion of the Originators' Interests) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent and no other Certificateholder shall be liable if entitled to or have a claim for such funds are amounts. TMS Student Holdings, Inc. shall not distributed receive any distributions of principal until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested all other Trust Certificateholders have been paid in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionfull. (b) On each Distribution DateNo later than the Business Day following its receipt thereof, the Owner Eligible Lender Trustee shall send to each Trust Certificateholder (and if a distribution is being made to holders of Originators' Interests, to each such holder) the statement provided to the Owner Eligible Lender Trustee by the Servicer Administrator pursuant to Section 4.09 5.7 of the Sale and Servicing Agreement on relating to such Certificate Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Eligible Lender Trustee or the Paying Agent 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 tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Eligible Lender Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and to be remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Eligible Lender Trustee or the 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 Section 5.2(cparagraph (c). If In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Eligible Lender Trustee or and the Paying Agent Administrator shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Eligible Lender Trustee or and the Paying Agent Administrator for any out-of-pocket expenses incurred. (d) If The Certificates that will receive payments of principal on each Certificate Distribution Date after each Class of Notes has been paid in full will be selected no later than 15 days prior to each such Certificate Distribution Date by the Indenture Eligible Lender Trustee holds escheated funds by lot in such manner as the Eligible Lender Trustee in its discretion may determine and which may provide for the selection for payment to the Trust pursuant to Section 3.3(e) of principal in minimum denominations of $50,000, and integral multiples in excess thereof. Notice of the IndentureCertificates to receive payments of principal is to be given by the Eligible Lender Trustee by first-class mail, postage prepaid, mailed not less than 15 days but no more than 30 days before the Owner Trustee shall, upon notice from applicable Certificate Distribution Date at the Indenture Trustee that such funds exist, submit on behalf address of the Trust an Issuing Entity Order applicable Certificateholder appearing on the registration books. Any defect in or failure to give such mailed notice shall not affect the Indenture Trustee pursuant validity of proceedings for the payment of any other Certificates not affected by such failure or defect. All notices of payment are to Section 3.3(estate (i) the applicable Certificate Distribution Date; (ii) the amount of principal to be paid; and (iii) the Indenture instructing the Indenture Trustee Certificates to pay such funds to or at the order of the Depositorbe paid.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. [Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. .] 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred.to (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. [Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the CertificateholdersCertificateholderes, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. .] 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each 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 distribute to the Certificateholders, on a pro rata basis, amounts equal to Certificateholders of each class of Certificates the amounts deposited in the Certificate Distribution Account with respect to such class of Certificates pursuant to Section 4.06 and Section 4.07 4.5 of the Trust Sale and Servicing Agreement on or prior with respect to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Monthly Distribution Date will be distributed pro rata to the Certificateholders on Certificates of such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionclass. (b) On each Monthly Distribution Date, the Owner Trustee (or the Paying Agent on its behalf) shall send include with each distribution to each Certificateholder the statement provided to the 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 Agreement on for such class of Certificates in respect of such Monthly Distribution DateDate 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 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 if and for so long as the Depositor Seller is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee (or the Paying Agent on its behalf) shall not have an obligation to withhold any such amount if and for so long as the Depositor Seller is the sole Certificateholder. The Owner Trustee (or the Paying Agent on its behalf) is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee (or the Paying Agent on its behalf) may in its sole discretion withhold such amounts in accordance with this Section subsection 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Distribution Payment Date, the Owner Trustee Paying Agent (or the Owner Trustee, if there is no Paying Agent Agent) shall distribute pay, to the Certificateholdersextent of funds available, on a pro rata basis, amounts equal the amount required to be deposited by the amounts deposited in Titling Trustee and by the Indenture Trustee into the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on or prior such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Distribution Payment Date. Funds received by On any Payment Date on which the Owner Trustee or amount on deposit in the Paying Agent by 1:00 p.m. (Eastern time) on Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any Distribution Date will such excess shall be distributed released to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionTransferor. (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 Distribution 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 Indenture and the Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture. 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 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 to the Transferor, the remaining assets of the Trust. (c) On each Payment Date, the Owner Trustee shall send to each Trust Certificateholder a report (the statement "Distribution Statement") provided by the Servicer, based on information in the Payment Date Certificate 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 2003-A SUBI Certificate; (ii) the Certificate 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. 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 by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderother Basic Documents. (cd) If any withholding tax is imposed on the Trust’s '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 the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted 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 "non-U.S. Certificateholderperson" (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c)Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds 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 any Permitted Investment included therein, except for payment losses attributable to the Trust pursuant to Section 3.3(e) of the Indenture, Indenture Trustee's or the Owner Trustee shallTrustee's, upon notice from as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee that such funds existor the Owner Trustee, submit on behalf of as the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositorcase may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. [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 DepositorDepositor [or an Affiliate], (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution.] (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the CARAT Owner Trustee or the Paying Agent shall distribute to the CARAT 200_-_ Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 4.05 and Section 4.07 8.01(b) of the Servicing Trust Sale and Administration Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other CARAT Basic Documents, if and for so long as CARAT 200_-_ Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the CARAT 200_-_ Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required hereunder or under the Servicing Trust Sale and Administration Agreement shall be made directly to the Depositor Seller by the CARAT Indenture Trustee (whether or not the Servicing Trust Sale and Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the CARAT Owner Trustee shall send to each CARAT 200_-_ Certificateholder the statement provided to the CARAT Owner Trustee by the Servicer Trust Administrator pursuant to Section 4.09 4.07(a) of the Servicing Trust Sale and Administration Agreement on such Distribution DateDate setting forth, among other things, the amount distributed on the CARAT 200_-_ Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided provided, however, that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Depositor Seller is the sole CARAT 200_-_ Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a CARAT 200_-_ Certificateholder, such tax shall reduce the amount otherwise distributable to the CARAT 200_-_ Certificateholder in accordance with this Section 5.2; provided provided, however, that the CARAT Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor Seller is the sole CARAT 200_-_ Certificateholder. The CARAT Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 200_-_ Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a CARAT 200_-_ Certificateholder shall be treated as cash distributed to such CARAT 200_-_ Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CARAT 200_-_ Certificateholder), the CARAT Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a CARAT 200_-_ Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee or the Paying Agent shall reasonably cooperate with such CARAT 200_-_ Certificateholder in making such claim so long as such CARAT 200_-_ Certificateholder agrees to reimburse the CARAT Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Distribution Payment Date, the Owner Trustee Paying Agent (or the Owner Trustee, if there is no Paying Agent Agent) shall distribute pay, to the Certificateholdersextent of funds available, on a pro rata basis, amounts equal the amount required to be deposited by the amounts deposited in Titling Trustee and by the Indenture Trustee into the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on or prior such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Distribution Payment Date. Funds received by On any Payment Date on which the Owner Trustee or amount on deposit in the Paying Agent by 1:00 p.m. (Eastern time) on Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any Distribution Date will such excess shall be distributed released to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionTransferor. (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 Distribution 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 Indenture and the Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture. 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 NALT 2003-A Amended and Restated Trust Agreement (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 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 to the Transferor, the remaining assets of the Trust. (c) On each Payment Date, the Owner Trustee shall send to each Trust Certificateholder a report (the statement "Distribution Statement") provided by the Servicer, based on information in the Payment Date Certificate 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 2003-A SUBI Certificate; (ii) the Certificate 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. 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 by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if other Basic Documents. NALT 2003-A Amended and for so long as the Depositor is the sole Certificateholder.Restated Trust Agreement (cd) If any withholding tax is imposed on the Trust’s '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 the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted 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 "non-U.S. Certificateholderperson" (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c)Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds 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 any Permitted Investment included therein, except for payment losses attributable to the Trust pursuant to Section 3.3(e) of the Indenture, Indenture Trustee's or the Owner Trustee shallTrustee's, upon notice from as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee that such funds existor the Owner Trustee, submit on behalf of as the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositorcase may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section Sections 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. [Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. .] 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee Paying Agent (or the Owner Trustee, if there is no Paying Agent Agent) shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the Trust Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement on or prior Indenture with respect to such Distribution Payment Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed , pro rata to the Trust Certificateholders on such Distribution Date. Each of record at the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments close of business on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see Record Date with respect to such distributionPayment Date. (b) On and after the date on which the Outstanding Amount has been reduced to zero, pursuant to the Indenture and the Control Agreement, dominion and control over the Reserve Fund shall be transferred to the Paying Agent on behalf of the Owner Trustee. On each Distribution Payment Date thereafter, all amounts distributable to the Trust Certificateholders from the Reserve Fund shall be distributed by the Paying Agent on behalf of the Owner Trustee in the order and priority set forth in Section 8.04(b) of the Indenture and the Owner Trustee shall comply with Section 8.04(c) and 8.05(a) of the Indenture. On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Transferor in its capacity of Trust Certificateholder, without recourse, representation or warranty (except as set forth in Section 7.03), all of the Issuer’s right, title, and interest in, to and under the Reserve Fund Property. In addition, on or following the Payment Date on which the Certificate 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 to the Transferor in its capacity of Trust Certificateholder, the remaining assets of the Issuer. (c) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the statement “Distribution Statement”) provided by the Servicer, based on information in the Payment Date Certificate 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 [___]-[_] SUBI Certificate; (ii) the Certificate 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 and the Trust Certificates during the related Accrual Period; (iv) the amount being distributed to the Noteholders (the “Note Distribution Amount”) and to the Certificateholders (the “Certificate Distribution Amount”); (v) the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds; (vi) the amount of the Note Distribution Amount and the Certificate Distribution Amount allocable to interest on and principal of (stated separately for the Notes and the Certificates) the Notes and the Certificates; (vii) the Outstanding Amount of the Notes and the Certificate Balance on the day immediately preceding such Payment Date; (viii) the Note Factor and the Certificate Factor (after giving effect to payments made on such Payment Date); (ix) the amount of Available Funds for such Collection Period; (x) the Reserve Fund Deposit Amount and the Reserve Fund Requirement, each as of the beginning and end of the related Collection Period; (xi) the Reserve Fund Draw Amount, if any; (xii) the Servicing Fee and the Payment Date Advance Reimbursement for the related Collection Period; and (xiii) the amount of Residual Value Losses for the immediately preceding Collection Period. The information required to be delivered by such Distribution Statement may be included with other information or reports furnished by the Servicer to the Owner Trustee by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderother Basic Documents. (cd) If In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted Issuer for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder)distribution, the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c)Section. If In the event that a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 6.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Fund resulting from any loss on any Permitted Investment included therein, except for payment losses attributable to the Trust Indenture Trustee’s or Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (f) In order to assure that sufficient amounts are available to make the payments to Securityholders pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) 8.04 of the Indenture instructing and this Section (collectively, the Indenture Trustee “Secured Obligations”) the Transferor hereby pledges and assigns and grants a security interest in all of its right, title and interest in the Reserve Fund Property to pay such funds the Issuer, to or at secure the order of the DepositorSecured Obligations.

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner Trustee 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 to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received (if any) by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee Trust and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 respect of the Trust are held by Estate at the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on direction of the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionCertificateholder. (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 8.4(a), or Section 8.4(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 8.4 of the Indenture). (c) On each Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder by first class mail or other reasonable means (including, but not limited to, posting on the statement provided to Paying Agent's website at hxxxx://xxxxxxxxxxxxxxxxxxxx.xxxxxxxxx.xxx) the Owner Trustee Servicer Certificate prepared by the Servicer pursuant to Section 4.09 8.3 of the Servicing Agreement Indenture 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 Distribution Date; provided that no such statement shall be required reports upon a request in writing to be sent by the Owner Trustee if and for so long as Paying Agent at the Depositor is Corporate Trust Office of the sole CertificateholderIndenture Trustee. (cd) If any withholding tax is imposed on distributions of the Trust’s payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Certificateholder5.01. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or and 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 or and the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment . The Depositor, as initial Certificateholder, agrees to provide to the Trust pursuant Paying Agent (and from time to Section 3.3(e) time thereafter, so long as it is a Certificateholder, upon the reasonable request of the IndenturePaying Agent), executed originals of Internal Revenue Service Form W-9 certifying that the Owner Trustee shall, upon notice Depositor is exempt from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorU.S. federal backup withholding tax.

Application of Trust Funds. (a) On The Notes shall accrue -------------------------- interest at the Note Accrual Rate, calculated on the basis of a 360 day year consisting of twelve 30-day months. Such amounts shall be due and payable on each Distribution Payment Date. Interest shall accrue with respect to each Payment Date from and including the preceding Payment Date (or in the case of the first Payment Date, from and including the Owner Trustee Closing Date) to but excluding such current Payment Date (each, a "Interest Accrual Period"). Interest on the ----------------------- Notes shall be payable solely from amounts in the Collection Account, inc- luding mounts received pursuant to the Swap Agreement or the Paying Agent Swap Policy, and shall distribute be subject to the CertificateholdersPriority of Payments. Unless the entire unpaid principal amount of the Notes shall become due and payable upon the occ- urrence of an Event of Default in accordance with the provisions of Section 3.05(c) hereof, prior to the September 1999 Payment Date, no principal shall be payable on a pro rata basisthe Notes until the September 1999 Payment Date. Beginning on the September 1999 Payment Date and on each Payment Date thereafter, principal payable on the Notes as described in Section 3.05(b) on any Payment Date shall be calculated by the Calculation Agent, and shall be paid to the Noteholders in accordance with the Percentage Interest represented by each such Note. Any Principal Amount of the Notes that remains outstanding on the Scheduled Final Payment Date shall be due in full on the Scheduled Final Payment Date. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to each Noteholder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Noteholder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or by check to such Noteholder mailed to such Holder's address as it appears in the Note Register if no such instructions have been delivered to the Indenture Trustee. (i) Principal due on the Notes shall be payable solely from amounts in the Collection Account, including amounts, if any, received pursuant to the Swap Agreement or the Swap Policy, and shall be subject to the Priority of Payments. Beginning on the September 1999 Payment Date and on each Payment Date thereafter, principal payable on the Notes on any Payment Date shall be equal to the amounts deposited Note Amortization Amount with respect to such Payment Date, as determined by the Calculation Agent. (ii) In addition, if the then Principal Amount of the Notes immediately after any Payment Date would be less than or equal to 10% of the aggregate original principal amount of the Notes, the Issuer shall, subject to the Priority of Payments, prepay 100% of the Principal Amount of the Notes (and 100% of the Face Amount of the Certificates (as provided in the Certificate Distribution Account Trust Agreement)) on such Payment Date (the "Mandatory Prepayment"). -------------------- (iii) The Issuer has no optional prepayment rights with respect to the Notes. (iv) In connection with each prepayment, repayment or other payment of principal in respect of the Notes as required by Section 3.05, the Indenture Trustee shall instruct the Market Agent to sell CABS and/or Eligible Investments in accordance with the Sale Procedures. (v) In the event that a CABS Early Amortization Event has occurred, if the Trust receives proceeds from any CABS in an amount that is less than the face amount of such CABS (a "Credit Loss"), pursuant to Section 4.06 and Section 4.07 the Trust Agreement, ----------- the Face Amount of the Servicing Agreement on Certificates will be reduced by the amount of such Credit Loss until it is reduced to zero. In the event that such Credit Loss is greater than the Face Amount of the Certificates, the Principal Amount of the Notes will be reduced (in accordance with their respective Pro Rata Shares) by any remaining amount of such Credit Loss. Any such principal reduction will not be reinstated. It is understood and acknowledged that such reduction of the Principal Amount of the Notes shall be effective to reduce the outstanding principal amount of each Note, and that all references to Principal Amount, principal amount, outstanding principal amount and other references to the principal due in respect of a Note or prior the Notes shall take into effect to such Distribution Datereduction. Funds received Similarly, it is understood and acknowledged that the above-referenced reduction of the Face Amount of the Certificates shall be effective under the Trust Agreement to reduce the outstanding face amount of each Certificate, and that all references to Face Amount, face amount, principal amount, outstanding principal amount and other references to the principal due in respect of a Certificate or the Certificates shall take into effect to such reduction. (vi) The Calculation Agent shall calculate the PSA Index Rate and the Monthly Amortization Rate on the Prepayment Determination Date and shall promptly notify the Indenture Trustee, the Administrator as provided in the Trust Agreement, the Swap Counterparty and the Swap Guarantor of the results thereof. The determination of the PSA Index Rate, the Monthly Amortization Rate, the Note Amortization Amount and the Principal Amount of Notes each month as provided herein shall, absent manifest error, be final and binding. (vii) The Calculation Agent reserves the right to determine whether any modification in PSA methodology or in the timing or procedures affecting publication or dissemination of the PSA prepayment rate for the Reference Collateral Pool warrants an adjustment to the foregoing calculation procedures, whereupon such procedures shall be deemed to be amended as so determined by the Owner Trustee or Calculation Agent; provided that no change in such -------- procedures shall be effective without the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each written consent of the Owner Trustee Swap Counterparty and the Paying Agent shall use its best efforts to distribute Swap Guarantor. (c) Upon the occurrence and continuance of any funds received after 1:00 p.m. Event of Default (Eastern timeother than one specified in clause (d), (e) on any Distribution Date to or (g) of the Certificateholders as soon as reasonably possibledefinition of Event of Default), but neither the Owner Trustee nor Indenture Trustee, upon the Paying Agent shall be liable if such funds are written request of the Holders of not distributed until less than a majority of the next Business Day. Any funds received by then Principal Amount of the Owner Trustee or the Paying Agent after 1:00 p.m. Notes (Eastern time) shall be held uninvested or, in the Certificate Distribution Account until distributed case of an Event of Default described in clause (c) in the definition thereof, all Securityholders), shall, by notice in writing to all Securityholders, the CertificateholdersSwap Counterparty and the Swap Guarantor, declare the principal of all Notes then Outstanding (if not then due and payable) to be due and payable immediately, and neither upon such declaration the Owner Trustee nor same shall become and be immediately due and payable, anything contained in the Paying Agent shall be liable for any interest thereon. Notwithstanding Notes or in the foregoing or anything else Basic Documents to the contrary notwithstanding. Immediately upon such declaration, the Indenture Trustee shall direct the Market Agent to sell and liquidate the CABS and Eligible Investments in this accordance with the Sale Procedures and the Calculation Agent shall calculate the Distributable Amount. Such declaration shall also be effective under and as provided in the Trust Agreement to cause the entire Face Amount of the Certificates to become similarly due and payable, subject to the Priority of Payments. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee, the Noteholders representing a majority of the then Principal Amount of the Notes, with the consent of the Swap Counterparty and the Swap Guarantor, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (A) all payments of principal of and interest on the Securities and all other amounts that would then be due hereunder and otherwise upon the Securities if the Event of Default giving rise to such acceleration had not occurred; (B) all amounts due to the Swap Counterparty under the Swap 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) no Certificate Distribution Account shall be required to be established or maintained Swap Guarantor; and (ii) all distributions and payments on Events of Default, other than the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 nonpayment of the Servicing Agreement on principal of the Securities that has become due solely by such Distribution Date; acceleration, have been cured or waived as provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred5.11. (d) If The Indenture Trustee shall apply all monies received by it under this Trust Indenture, including proceeds of the CABS, proceeds of Eligible Investments, payments made by the Swap Counterparty to the Issuer under the Swap Agreement, payments made by the Swap Guarantor pursuant to the Swap Policy, amounts realized by the Indenture Trustee holds escheated funds for payment upon the sale or other liquidation of CABS or Eligible Investments and proceeds of any other property included in the Trust Estate in accordance with the following priorities (the "Priority of Payments"): -------------------- FIRST: the following distributions shall be made pari passu and ratably in accordance with the following amounts: (i) to the Trust pursuant Swap Counterparty or the Swap Guarantor for amounts due under the Swap Agreement and (ii) to Section 3.3(e) Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the Indenture, amounts due and payable on the Owner Trustee shall, upon notice Notes for interest from the Indenture Trustee that such funds exist, submit on behalf of amounts available in the Trust an Issuing Entity Order Estate for the Noteholders; SECOND: to Noteholders in payment of amounts due and unpaid on the Notes for principal, by reason of mandatory prepayment or otherwise, ratably, without preference or priority of any kind, according to the Indenture Trustee pursuant to Section 3.3(e) of amounts due and payable on the Indenture instructing Notes for principal from amounts available in the Indenture Trustee to pay such funds to or at Trust Estate for the order of the Depositor.Noteholders;

Application of Trust Funds. (a) On each Distribution Date, the CARAT Owner Trustee or the Paying Agent shall distribute to the CARAT 2007-SN1 Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 4.05 and Section 4.07 8.01 of the Servicing Trust Sale and Administration Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other CARAT Basic Documents, if and for so long as CARAT 2007-SN1 Certificates representing in the aggregate a 100% beneficial interest Voting Interest in the Trust are held by the DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the CARAT 2007-SN1 Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required hereunder or under the Servicing Trust Sale and Administration Agreement shall be made directly to the Depositor Seller by the CARAT Indenture Trustee (whether or not the Servicing Trust Sale and Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the CARAT Owner Trustee shall send to each CARAT 2007-SN1 Certificateholder the statement provided to the CARAT Owner Trustee by the Servicer Trust Administrator pursuant to Section 4.09 4.07(a) of the Servicing Trust Sale and Administration Agreement on such Distribution DateDate setting forth, among other things, the amount distributed on the CARAT 2007-SN1 Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided provided, however, that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Depositor Seller is the sole CARAT 2007-SN1 Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a CARAT 2007-SN1 Certificateholder, such tax shall reduce the amount otherwise distributable to the CARAT 2007-SN1 Certificateholder in accordance with this Section 5.2; provided provided, however, that the CARAT Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor Seller is the sole CARAT 2007-SN1 Certificateholder. The CARAT Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 2007-SN1 Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a CARAT 2007-SN1 Certificateholder shall be treated as cash distributed to such CARAT 2007-SN1 Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CARAT 2007-SN1 Certificateholder), the CARAT Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a CARAT 2007-SN1 Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee or the Paying Agent shall reasonably cooperate with such CARAT 2007-SN1 Certificateholder in making such claim so long as such CARAT 2007-SN1 Certificateholder agrees to reimburse the CARAT Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On each Distribution Date, the CARAT Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 4.05 and Section 4.07 8.01(b) of the Servicing Trust Sale and Administration Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic CARAT Transaction Documents, if and for so long as Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the DepositorDepositor or another subsidiary of Ally Financial, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required hereunder or under the Servicing Trust Sale and Administration Agreement shall be made directly to the Depositor Certificateholder by the CARAT Indenture Trustee (whether or not the Servicing Trust Sale and Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the CARAT Owner Trustee shall send to each Certificateholder the statement provided to the CARAT Owner Trustee by the Servicer Administrator pursuant to Section 4.09 4.07(a) of the Servicing Trust Sale and Administration Agreement on such Distribution DateDate setting forth, among other things, the amount distributed on the Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided provided, however, that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Depositor or another subsidiary of Ally Financial is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided provided, however, that the CARAT 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 CARAT Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the CARAT Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the CARAT Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the CARAT Owner Trustee or the Paying Agent shall distribute to the CARAT 2005-SN1 Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 4.05 and Section 4.07 8.01(b) of the Servicing Trust Sale and Administration Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other CARAT Basic Documents, if and for so long as CARAT 2005-SN1 Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the CARAT 2005-SN1 Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required hereunder or under the Servicing Trust Sale and Administration Agreement shall be made directly to the Depositor Seller by the CARAT Indenture Trustee (whether or not the Servicing Trust Sale and Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the CARAT Owner Trustee shall send to each CARAT 2005-SN1 Certificateholder the statement provided to the CARAT Owner Trustee by the Servicer Trust Administrator pursuant to Section 4.09 4.07(a) of the Servicing Trust Sale and Administration Agreement on such Distribution DateDate setting forth, among other things, the amount distributed on the CARAT 2005-SN1 Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided provided, however, that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Depositor Seller is the sole CARAT 2005-SN1 Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a CARAT 2005-SN1 Certificateholder, such tax shall reduce the amount otherwise distributable to the CARAT 2005-SN1 Certificateholder in accordance with this Section 5.2; provided provided, however, that the CARAT Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor Seller is the sole CARAT 2005-SN1 Certificateholder. The CARAT Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 2005-SN1 Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a CARAT 2005-SN1 Certificateholder shall be treated as cash distributed to such CARAT 2005-SN1 Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CARAT 2005-SN1 Certificateholder), the CARAT Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a CARAT 2005-SN1 Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee or the Paying Agent shall reasonably cooperate with such CARAT 2005-SN1 Certificateholder in making such claim so long as such CARAT 2005-SN1 Certificateholder agrees to reimburse the CARAT Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to Certificateholders the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 4.5 of the Trust Sale and Servicing Agreement on or prior with respect to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. Date (Eastern timei) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each extent of the Owner Trustee amount deposited with respect to Aggregate Certificateholders' Interest, pro rata based upon the amount of interest due with respect to each Certificate and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern timeii) on any Distribution Date to the Certificateholders as soon as reasonably possibleextent of any amount deposited with respect to Aggregate Certificateholder's Principal, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereonon a pro rata basis. 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 DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor Seller by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.8 of the Trust Sale and Servicing Agreement on such Distribution DateDate 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 Distribution Date or the related Collection Period, as applicable, each since the last statement so provided to Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor Seller is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment 's distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Seller is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Distribution Payment Date, the Owner Trustee Paying Agent (or the Owner Trustee, if there is no Paying Agent Agent) shall distribute pay, to the Certificateholdersextent of funds available, on a pro rata basis, amounts equal the amount required to be deposited by the amounts deposited in Titling Trustee and by the Indenture Trustee into the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on or prior such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Distribution Payment Date. Funds received by On any Payment Date on which the Owner Trustee or amount on deposit in the Paying Agent by 1:00 p.m. (Eastern time) on Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any Distribution Date will such excess shall be distributed released to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionTransferor. (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 Distribution 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 Indenture and the Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture. 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 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 to the Transferor, the remaining assets of the Trust. (c) On each Payment Date, the Owner Trustee shall send to each Trust Certificateholder a report (the statement "Distribution Statement") provided by the Servicer, based on information in the Payment Date Certificate 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 2005-A SUBI Certificate; (ii) the Certificate 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. 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 by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderother Basic Documents. (cd) If any withholding tax is imposed on the Trust’s '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 the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted 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 "non-U.S. CertificateholderU. S. person" (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c)Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds 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 any Permitted Investment included therein, except for payment losses attributable to the Trust pursuant to Section 3.3(e) of the Indenture, Indenture Trustee's or the Owner Trustee shallTrustee's, upon notice from as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee that such funds existor the Owner Trustee, submit on behalf of as the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositorcase may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

Application of Trust Funds. (a) On each Distribution Date, the Owner The Trustee or the Paying Agent shall distribute credit to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Collection Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on all moneys or prior to such Distribution Date. Funds property received by the Owner Trustee Trust that constitute payments on, or proceeds from redemption or sale (including issuer and third party tender offers and other repurchases) of, the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date Underlying Securities. Any non-cash property received will be distributed liquidated by the Trustee in the manner determined by the Trustee and using commercially reasonable efforts only to the Certificateholders on such Distribution Date. Each extent necessary to avoid distribution of the Owner Trustee and the Paying Agent shall use its best efforts fractional securities or other fractional property to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall proceeds thereof will be liable for any interest thereon. Notwithstanding the foregoing or anything else credited 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Collection Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution DateExcept as otherwise specified in subsections (c) and (e) below, the Owner Trustee shall send shall, subject to each Certificateholder the statement provided to the Owner Trustee by the Servicer its right pursuant to Section 4.09 7.16(a) to payment of its reasonable expenses related to any proceeding in respect of a failure by the Underlying Securities Issuer to pay the Whole Amount Due, distribute the Available Funds as follows: (i) pro rata to the Certificateholders of the Servicing Agreement Class A-1 Certificates and Class B-1 Certificates, from all amounts received on the Underlying Securities in respect of interest, the interest distributable with respect to such Class, if any, on any Distribution Date as determined in accordance with Section 3.1(c); (ii) to the Certificateholders of the Class A-1 Certificates pro rata by Certificate Principal Balance, all amounts received in respect of principal in respect of the Underlying Securities, on the Final Distribution Date; provided . If the Trust receives payments in respect of premium on the Underlying Securities at a time when Certificates that no such statement are not Called Certificates remain Outstanding, the Trustee shall be required immediately thereafter distribute the Available Funds in respect of premium received, all to be sent the Class A-1 Certificateholders, pro rata by the Owner Trustee if and for so long as the Depositor is the sole CertificateholderCertificate Principal Balance. (c) If the Underlying Securities Issuer (or any withholding tax is imposed third party tender offeror) redeems, tenders for or makes other repurchases of some or all of the Underlying Securities Issuer, then a corresponding portion of the Certificates will be redeemed, as set forth below. On the third Business Day after the Trustee receives the proceeds of any full or partial redemption, tender for or repurchase of the Underlying Securities, or any other unscheduled payment, the Trustee shall, subject to its right pursuant to Section 7.16(a) to payment of its reasonable expenses related to any proceeding in respect of a failure by the Underlying Securities Issuer to pay the Whole Amount Due, make distributions in respect of such proceeds to Certificateholders whose Certificates are redeemed as follows: (i) to the Class A-1 Certificateholders and Class B-1 Certificateholders, a distribution of the amounts received in respect of interest accrued but not paid at the pass-through rate of 6.00% per annum on the Trust’s payment Outstanding Certificate Principal Balance of the Class A-1 Certificates on such day and 0.345% per annum on the Outstanding Certificate Notional Amount of the Class B-1 Certificates on such day; (or allocations of incomeii) to the Class A-1 Certificateholders, a Certificateholderdistribution of the amounts received in respect of principal, pro rata by their Certificate Principal Balances on such tax shall reduce the amount otherwise distributable day; and (iii) to the Certificateholder Class A-1 Certificateholders, a distribution of the amounts, if any, received in accordance with this Section 5.2; provided that respect of premium on the Owner Trustee or Underlying Securities, pro rata by the Paying Agent Certificate Principal Balances of the Class A-1 Certificates (and no amounts in respect of premium shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable be distributed to the Certificateholders sufficient funds for holders of the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(cClass B-1 Certificates). If a Certificateholder wishes to apply less than all of the Underlying Securities are redeemed, tendered for a refund of any such withholding taxor otherwise repurchased or prepaid, the Owner Trustee shall select Class A-1 Certificates and Class B-1 Certificates for redemption pro rata based on the Certificate Principal Balance and Certificate Notional Amount, respectively, of each such Class, provided that purchases of a fraction of a single Class A-1 Certificate or Class B-1 Certificate shall not be made, and the Paying Agent Trustee shall reasonably cooperate with round up or down the number of Class A-1 Certificates or Class B-1 Certificates to be purchased from each Class A-1 or Class B-1 Certificateholder to avoid such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee or the Paying Agent for any out-of-pocket expenses incurredfractional purchases. (d) If the Indenture Trustee holds escheated funds for is unable to distribute Available Funds on a Distribution Date because a payment with respect to the Trust pursuant Underlying Securities was not made to the Trustee on the date on which such payment was due, and such payment is subsequently made to the Trustee, subject to subsection (e) below, then the Trustee shall make the distribution that should have been made on the Distribution Date on the first Business Day following the date on which such payment is made to the Trustee. Except as provided in Section 3.3(e) 3.1(d), the Certificateholders will not receive any interest or any other compensation in respect of late payments unless paid by the issuer of the IndentureUnderlying Securities, in which case the Trustee will distribute any such interest or other compensation upon its receipt. The Trustee will make distributions on a Distribution Date to the extent it receives funds before 1:00pm. If any Available Funds are received by the Trustee after 1:00 p.m. on a Distribution Date, the Owner Trustee shallshall use its reasonable efforts in the processing of payments on any such date. (e) If, upon notice from prior to the Indenture Final Distribution Date, the Trustee that such funds exist, submit on behalf receives money or other property in respect of the Trust Underlying Securities as a result of an Issuing Entity Order Underlying Securities Event of Default, the Trustee shall allocate and distribute such moneys or other property (including any premium paid thereon) to the Indenture Trustee pursuant to Section 3.3(e) holders of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.Class A-1 Certificates, pro rata by Certificate Principal

Application of Trust Funds. (a) On each Distribution Date, the Owner The Trustee or the Paying Agent shall distribute credit to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Collection Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on all moneys or prior to such Distribution Date. Funds property received by the Owner Trustee Trust that constitute payments on, or proceeds from redemption or sale (including issuer and third party tender offers and other repurchases) of, the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date Underlying Securities. Any non-cash property received will be distributed liquidated by the Trustee in the manner determined by the Trustee and using commercially reasonable efforts only to the Certificateholders on such Distribution Date. Each extent necessary to avoid distribution of the Owner Trustee and the Paying Agent shall use its best efforts fractional securities or other fractional property to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall proceeds thereof will be liable for any interest thereon. Notwithstanding the foregoing or anything else credited 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Collection Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution DateExcept as otherwise specified in subsections (c) and (e) below, the Owner Trustee shall send shall, subject to each Certificateholder the statement provided to the Owner Trustee by the Servicer its right pursuant to Section 4.09 7.16(a) to payment of its reasonable expenses related to any proceeding in respect of a failure by the Underlying Securities Issuer to pay the Whole Amount Due, distribute the Available Funds as follows: (i) pro rata to the Certificateholders of the Servicing Agreement Class A-1 Certificates and Class B-1 Certificates, from all amounts received on the Underlying Securities in respect of interest, the interest distributable with respect to such Class, if any, on any Distribution Date as determined in accordance with Section 3.1(c); (ii) to the Certificateholders of the Class A-1 Certificates pro rata by Certificate Principal Balance, all amounts received in respect of principal in respect of the Underlying Securities, on the Final Distribution Date; provided . If the Trust receives payments in respect of premium on the Underlying Securities at a time when Certificates that no such statement are not Called Certificates remain Outstanding, the Trustee shall be required immediately thereafter distribute the Available Funds in respect of premium received, all to be sent the Class A-1 Certificateholders, pro rata by the Owner Trustee if and for so long as the Depositor is the sole CertificateholderCertificate Principal Balance. (c) If any withholding tax is imposed on the Trust’s payment Underlying Securities Issuer (or allocations any third party tender offeror) redeems, tenders for or makes other repurchases of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee some or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) all of the IndentureUnderlying Securities Issuer, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf then a corresponding portion of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.Certificates will be redeemed, as set forth

Application of Trust Funds. (a) On each Distribution DateDistributions on the Certificates shall be made by the Paying Agent in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner Trustee 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 to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received (if any) by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee Trust and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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 respect of the Trust are held by Estate at the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on direction of the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionCertificateholder. (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 8.4(a), or Section 8.4(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 8.4 of the Indenture). (c) On each Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder by first class mail or other reasonable means (including, but not limited to, posting on the statement provided to Paying Agent's website at hxxxx://xxxxxxxxxxxxxxxxxxxx.xxxxxxxxx.xxx) the Owner Trustee Servicer Certificate prepared by the Servicer pursuant to Section 4.09 8.3 of the Servicing Agreement Indenture 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 Distribution Date; provided that no such statement shall be required reports upon a request in writing to be sent by the Owner Trustee if and for so long as Paying Agent at the Depositor is Corporate Trust Office of the sole CertificateholderIndenture Trustee. (cd) If any withholding tax is imposed on distributions of the Trust’s payment Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Certificateholder5.01. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders each Certificateholder sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c5.01(d). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or and 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 or and the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Payment Date, the Owner Trustee shall send direct the Certificate Paying Agent to distribute to the Certificateholder, from amounts on deposit in the Payment Account, the distributions required to be paid to the Certificateholder pursuant to Section 7.7 of the Transfer and Servicing Agreement with respect to such Payment Date, unless a Premium Supplement is owed to the Note Insurer, in which event the Certificate Paying Agent shall distribute all amounts otherwise payable to the Certificateholder to the Note Insurer on each Payment Date, in accordance with the provisions of Section 7.7 of the Transfer and Servicing Agreement, until the Premium Supplement is paid in full. The Owner Trustee hereby directs the Certificate Paying Agent to distribute on each Payment Date (i) to the Ownership Certificateholder amounts on deposit in the statement provided Payment Account in accordance with Sections 7.7(d)(i)(F), 7.7(d)(ii)(F), 7.7(f)(iv), 7.7(g) and 7.7(j) of the Transfer and Servicing Agreement, and (ii) to the Servicing Strip Certificateholder amounts on deposit in the Collection Account in accordance with Section 7.5(k) of the Transfer and Servicing Agreement and the Certificate Paying Agent hereby acknowledges such direction. (b) All payments to be made under this Agreement by the Certificate Paying Agent shall be made only from the income and proceeds, including Net Proceeds, of the Trust Fund and only to the extent that the Certificate Paying Agent has received such income or proceeds. The Bank shall not be liable to the Certificateholder, the Indenture Trustee or the Securities Administrator for any amounts payable pursuant to this Section 4.2 except to the extent that non- payment is due to the Owner Trustee by the Servicer pursuant Trustee’s acts or omissions amounting to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderwillful misconduct or gross negligence. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable Distributions to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Ownership Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted subordinated to the appropriate taxing authorityNoteholders as provided in the Transfer and Servicing Agreement. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment Distributions to the Trust pursuant to Section 3.3(e) of Certificateholder, once made, will not be available for payments on the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorNote.

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or shall, based on the Paying Agent shall distribute information contained in the Servicer's Certificate delivered on the relevant Determination Date pursuant to Section 3.9 of the Certificateholders, on a pro rata basis, amounts equal to Sale and Servicing Agreement withdraw the amounts deposited in into the Certificate Distribution Account pursuant to Section 4.06 Sections 4.6(c) (if applicable) and Section 4.07 4.6(d) of the Sale and Servicing Agreement or, if applicable, Section 5.4(b) of the Indenture on or prior to such Distribution Date. Funds received Payment Date and make or cause to be made distributions and payments to the Certificateholder[s] [Distributions shall be made pro rata on the basis of the Percentage Interests evidenced by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested Certificates.] [in the Certificate Distribution Account until distributed following order of priority: (i) first, to the Certificateholders, and neither an amount equal to the Owner Trustee nor Accrued Class B Certificate Interest, provided that if there are not sufficient funds available to pay the Paying Agent entire amount of the Accrued Class B Certificate Interest, the amounts available shall be liable for any interest thereon. Notwithstanding the foregoing or anything else applied to the contrary in this Agreement or payment of such interest on the other Basic Documents, if and for so long as Certificates representing in the aggregate on a 100% beneficial interest in the Trust are held by the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and pro rata basis; and (ii) all distributions and payments on second, to the Certificates (including Certificateholders in reduction of the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under Certificate Balance, until the Servicing Agreement Certificate Balance has been reduced to zero; provided that if there are not sufficient funds available to reduce the Certificate Balance to zero, the amounts available shall be made directly applied among Certificateholders to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into reduction of the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionBalance on a pro rata basis]. (b) On each Distribution Payment Date, the Owner Trustee shall, or shall cause the Certificate Paying Agent to, send to each Certificateholder as of the related Record Date the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.9 of the Sale and Servicing Agreement on with respect to such Distribution Payment Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.otherwise

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or shall cause the Paying Agent shall to distribute to the Certificateholders, on a pro rata basis, amounts equal to the Trust Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement on or prior Indenture with respect to such Distribution Payment Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed , pro rata to the Trust Certificateholders on such Distribution Date. Each of record at the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments close of business on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see Record Date with respect to such distributionPayment Date. (b) On and after the date on which the Outstanding Amount has been reduced to zero, pursuant to the Indenture and the Control Agreement, dominion and control over the Reserve Fund shall be transferred to the Paying Agent on behalf of the Owner Trustee. On each Distribution Payment Date thereafter, all amounts distributable to the Trust Certificateholders from the Reserve Fund shall be distributed by the Paying Agent on behalf of the Owner Trustee in the order and priority set forth in Section 8.04(b) of the Indenture. (c) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the statement “Distribution Statement”) provided by the Servicer, based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the information provided in such Payment Date Certificate. The information required to be delivered by such Distribution Statement may be included with other information or reports furnished by the Servicer to the Owner Trustee by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderother Basic Documents. (cd) If In the event that any withholding tax is imposed on the TrustIssuer’s payment (or or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the shall authorize and direct Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust Issuer (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted Issuer for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder)distribution, the Owner Trustee or may, in its sole discretion, direct the Paying Agent may in its sole discretion to withhold such amounts in accordance with this Section 5.2(c)Section. If In the event that a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 6.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Fund resulting from any loss on any Permitted Investment included therein, except for payment losses attributable to the Trust Indenture Trustee’s or Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (f) In order to assure that sufficient amounts are available to make the payments to Securityholders pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) 8.04 of the Indenture instructing and this Section (collectively, the Indenture Trustee “Secured Obligations”) the Transferor hereby pledges and assigns and grants a security interest in all of its right, title and interest in the Reserve Fund Property to pay such funds the Issuer, to or at secure the order of the DepositorSecured Obligations.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. [Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. .] 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred.to (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, All moneys received by the Owner Trustee or Trustees in respect of the Paying Agent Ownership Interest shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts be deposited in the Certificate Distribution Account pursuant and distributed by the Controlling Trustees, subject to Section 4.06 and Section 4.07 of the Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. 8.4 hereof, in accordance with this Section.‌ (Eastern timeb) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be Moneys held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required distributed (i) to be established or maintained pay the expenses and obligations of the Trust (including, without limitation, amounts owed by the Trust under Sections 8.1 and 8.2, and in the manner set forth in Section 8.4, of this Agreement, and amounts owed by the Trust to the Issuer Trustee under Section 8.04 of the Issuer Trust Agreement), (ii) all distributions to reimburse the City for fees and payments on expenses paid by the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly City to the Depositor by the Indenture Issuer Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 8.01 of the Servicing Issuer Trust Agreement on such Distribution Date; provided that no such statement shall be required to be sent and indemnity payments made by the Owner City to the Issuer Trustee if pursuant to Section 8.04 of the Issuer Trust Agreement, (iii) to make grants for the benefit of the City and for so long as its residents, or (iv) to the Depositor is the sole CertificateholderBeneficial Owner. (c) If All distributions shall be in a specific dollar amount and shall be approved at a meeting of the Controlling Trustees pursuant to Section 4.3. (d) The Controlling Trustees shall not make any withholding tax distribution pursuant to Section 5.2(b)(ii), (iii) or (iv) unless the Controlling Trustees reasonably believe that, after such distribution is imposed on made, the Trust’s payment assets of the Trust will exceed its liabilities, the Trust will have sufficient current assets to pay its current operating expenses as they become due and to pay any other current obligations of the Trust as such obligations become due, and the Trust will in the future receive sufficient income to pay its future expenses and obligations. (e) The Controlling Trustees shall not make any continuing appropriation or allocations distribution of incomethe funds in the Distribution Account. (f) The Controlling Trustees shall have no obligation to a Certificateholdermake any particular distribution, such tax shall reduce and the amount otherwise distributable making of any distribution is committed to the Certificateholder in accordance with discretion of the Controlling Trustees. (g) Notwithstanding any other provisions of this Section 5.2; provided that , the Owner Delaware Trustee or shall have the Paying Agent shall not have an obligation power and authority, and is hereby authorized, to withhold any such amount if withdraw moneys from the Distribution Account to pay the expenses of the Trust pursuant to Section 5.2(b)(i) and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to pay all the Certificateholders sufficient funds for the payment expenses of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e5.2(b)(i) of from moneys held in the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorDistribution Account.

Application of Trust Funds. (a) On each Distribution Date, the CARAT Owner Trustee or the Paying Agent shall distribute to the CARAT 200_-__ Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section Sections 4.06 and Section 4.07 of the CARAT Trust Sale and Servicing Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other CARAT Basic Documents, if and for so long as CARAT 200_-__ Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the CARAT 200_-__ Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required hereunder or under the CARAT Trust Sale and Servicing Agreement shall be made directly to the Depositor Seller by the CARAT Indenture Trustee (whether or not the CARAT Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the CARAT Owner Trustee shall send to each CARAT 200_-__ Certificateholder the statement provided to the CARAT Owner Trustee by the Servicer pursuant to Section 4.09 4.09(a) of the CARAT Trust Sale and Servicing Agreement on such Distribution DateDate 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 Account (and amounts, if any, distributed from the Reserve Account) and the Servicing Fee with respect to such Distribution Date or Monthly Period, as applicable; provided that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Depositor Seller is the sole CARAT 200_-__ Certificateholder. (c) If any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a CARAT 200_-__ Certificateholder, such tax shall reduce the amount otherwise distributable to the CARAT 200_-__ Certificateholder in accordance with this Section 5.2; provided provided, however, that the CARAT Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor Seller is the sole CARAT 200_-__ Certificateholder. The CARAT Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 200_-__ Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a CARAT 200_-__ Certificateholder shall be treated as cash distributed to such CARAT 200_-__ Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CARAT 200_-__ Certificateholder), the CARAT Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a CARAT 200_-__ Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee or the Paying Agent shall reasonably cooperate with such CARAT 200_-__ Certificateholder in making such claim so long as such CARAT 200_-__ Certificateholder agrees to reimburse the CARAT Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 2.7 of the Servicing Agreement Indenture on or prior to such Distribution Date. [Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the The Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall not be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall not be liable for any interest thereon. .] [Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic Transaction 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement [Indenture] shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement [Indenture] otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution.] (b) On each Distribution Date, the Owner Trustee Paying Agent shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 3.7 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the 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 Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Distribution Payment Date, the Owner Trustee Paying Agent (or the Owner Trustee, if there is no Paying Agent Agent) shall distribute pay, to the Certificateholdersextent of funds available, on a pro rata basis, amounts equal the amount required to be deposited by the amounts deposited in Titling Trustee and by the Indenture Trustee into the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 8.04 of the Servicing Agreement Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on or prior such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Distribution Payment Date. Funds received by On any Payment Date on which the Owner Trustee or amount on deposit in the Paying Agent by 1:00 p.m. (Eastern time) on Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any Distribution Date will such excess shall be distributed released to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (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 Distribution 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 Indenture and the Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture. On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Depositor, 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 Balance has been reduced to zero, the Depositor may direct the Owner Trustee in writing to distribute to it, and upon receipt of such direction the Owner Trustee shall distribute to the Depositor, the remaining assets of the Trust. (c) On each Payment Date, the Owner Trustee shall send to each Trust Certificateholder a report (the statement “Distribution Statement”) provided by the Servicer, based on information in the Payment Date Certificate 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 200[ ]-[ ] SUBI Certificate; (ii) the Certificate 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; (viii) (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. 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 by in connection with the Servicer making of payments pursuant to Section 4.09 of the Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholderother Basic Documents. (cd) If any withholding tax is imposed on the 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 the such Trust Certificateholder in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Certificateholder Trust Certificateholders, at the time it is withheld by the Trust and remitted 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 “non-U.S. CertificateholderU. S. person” (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c)Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee or the 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 or the Paying Agent for any out-of-pocket expenses incurred. (de) If Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee holds escheated funds 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 any Permitted Investment included therein, except for payment losses attributable to the Trust pursuant to Section 3.3(e) of the Indenture, Indenture Trustee’s or the Owner Trustee shallTrustee’s, upon notice from as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee that such funds existor the Owner Trustee, submit on behalf of as the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositorcase may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to Certificateholders the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 4.5 of the Trust Sale and Servicing Agreement on or prior with respect to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. Date (Eastern timei) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each extent of the Owner Trustee amount deposited with respect to Aggregate Certificateholders' Interest, pro rata based upon the amount of interest due with respect to each Certificate and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern timeii) on any Distribution Date to the Certificateholders as soon as reasonably possibleextent of any amount deposited with respect to Aggregate Certificateholder's Principal, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereonon a pro rata basis. 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 DepositorSeller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement shall be made directly to the Depositor Seller by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09 4.8 of the Trust Sale and Servicing Agreement on such Distribution DateDate 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 Distribution Date or the related Collection Period, as applicable, each since the last statement so 01. wpd - 13 - provided to Certificateholders; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor Seller is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment 's distribution (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 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 Seller is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the DepositorSeller.

Application of Trust Funds. (a) On each Distribution Date, the AART Owner Trustee or the Paying Agent shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 Sections 4.05 and Section 4.07 8.01(b) of the Servicing Administration Agreement on or prior to such Distribution Date. Funds received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each of the Owner Trustee and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other AART Basic Documents, if and for so long as Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the DepositorDepositor or another subsidiary of Ally Bank, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof)) required Table of Contents hereunder or under the Servicing Administration Agreement shall be made directly to the Depositor Certificateholder by the AART Indenture Trustee (whether or not the Servicing Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the AART Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the AART Owner Trustee shall send to each Certificateholder the statement provided to the AART Owner Trustee by the Servicer Administrator pursuant to Section 4.09 4.07(a) of the Servicing Administration Agreement on such Distribution DateDate setting forth, among other things, the amount distributed on the Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided provided, however, that no such statement shall be required to be sent by the AART Owner Trustee if and for so long as the Depositor or another subsidiary of Ally Bank is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided provided, however, that the AART 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 AART Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Trust (but such authorization shall not prevent the AART Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the AART Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the AART Owner Trustee or the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the AART Owner Trustee or the Paying Agent for any out-of-pocket expenses incurred. (d) If the AART Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the AART Indenture, the AART Owner Trustee shall, upon notice from the AART Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the AART Indenture Trustee pursuant to Section 3.3(e) of the AART Indenture instructing the AART Indenture Trustee to pay such funds to or at the order of the Depositor.

Application of Trust Funds. (a) On each Distribution Date, the Owner The Trustee or the Paying Agent shall distribute credit to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Collection Account pursuant to Section 4.06 and Section 4.07 of the Servicing Agreement on all moneys or prior to such Distribution Date. Funds property received by the Owner Trustee Trust that constitute payments on, or proceeds from redemption or sale (including issuer and third party tender offers and other repurchases) of, the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date Underlying Securities. Any non-cash property received will be distributed liquidated by the Trustee in the manner determined by the Trustee and using commercially reasonable efforts only to the Certificateholders on such Distribution Date. Each extent necessary to avoid distribution of the Owner Trustee and the Paying Agent shall use its best efforts fractional securities or other fractional property to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall proceeds thereof will be liable for any interest thereon. Notwithstanding the foregoing or anything else credited 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Collection Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution DateExcept as otherwise specified in subsections (c) and (e) below, the Owner Trustee shall send shall, subject to each Certificateholder the statement provided to the Owner Trustee by the Servicer its right pursuant to Section 4.09 7.16(a) to payment of its reasonable expenses related to any proceeding in respect of a failure by the Underlying Securities Issuer to pay the Whole Amount Due, distribute the Available Funds as follows: (i) pro rata to the Certificateholders of the Servicing Agreement Class _____ Certificates [and Class _____ Certificates,] from all amounts received on the Underlying Securities in respect of interest, the interest distributable with respect to such Class, if any, on any Distribution Date as determined in accordance with Section 3.1(c); (ii) to the Certificateholders of the Class _____ Certificates pro rata by Certificate Principal Balance, all amounts received in respect of principal in respect of the Underlying Securities, on the Final Distribution Date; provided . If the Trust receives payments in respect of premium on the Underlying Securities at a time when Certificates that no such statement are not Called Certificates remain Outstanding, the Trustee shall be required immediately thereafter distribute the Available Funds in respect of premium received, all to be sent the Class _____ Certificateholders, pro rata by the Owner Trustee if and for so long as the Depositor is the sole CertificateholderCertificate Principal Balance. (c) If the Underlying Securities Issuer (or any withholding tax is imposed third party tender offeror) redeems, tenders for or makes other repurchases of some or all of the Underlying Securities Issuer, then a corresponding portion of the Certificates will be redeemed, as set forth below. On the third Business Day after the Trustee receives the proceeds of any full or partial redemption, tender for or repurchase of the Underlying Securities, or any other unscheduled payment, the Trustee shall, subject to its right pursuant to Section 7.16(a) to payment of its reasonable expenses related to any proceeding in respect of a failure by the Underlying Securities Issuer to pay the Whole Amount Due, make distributions in respect of such proceeds to Certificateholders whose Certificates are redeemed as follows: (i) to the Class _____ Certificateholders [and Class _____ Certificateholders,] a distribution of the amounts received in respect of interest accrued but not paid at the pass-through rate of _____% per annum on the Trust’s payment Outstanding Certificate Principal Balance of the Class _____ Certificates on such day[ and _____% per annum on the Outstanding Certificate Notional Amount of the Class _____ Certificates on such day]; (or allocations of incomeii) to the Class _____ Certificateholders, a Certificateholderdistribution of the amounts received in respect of principal, pro rata by their Certificate Principal Balances on such tax shall reduce the amount otherwise distributable day; and (iii) to the Certificateholder Class _____ Certificateholders, a distribution of the amounts, if any, received in accordance with this Section 5.2; respect of premium on the Underlying Securities, pro rata by the Certificate Principal Balances of the Class _____ Certificates[ (and no amounts in respect of premium shall be distributed to the holders of the Class _____ Certificates)]. If less than all of the Underlying Securities are redeemed, tendered for or otherwise repurchased or prepaid, the Trustee shall select Class _____ Certificates [and Class _____ Certificates] for redemption pro rata based on the Certificate Principal Balance [and Certificate Notional Amount, respectively,] of each such Class, provided that the Owner Trustee purchases of a fraction of a single Class _____ Certificate [or the Paying Agent Class _____ Certificate] shall not have an obligation be made, and the Trustee shall round up or down the number of Class _____ Certificates [or Class _____ Certificates] to withhold any be purchased from each Class _____ [or Class _____ ] Certificateholder to avoid such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurredfractional purchases. (d) If the Indenture Trustee holds escheated funds for is unable to distribute Available Funds on a Distribution Date because a payment with respect to the Trust pursuant Underlying Securities was not made to Section 3.3(ethe Trustee on the date on which such payment was due, and such payment is subsequently made to the Trustee, subject to subsection (e) below, then the Trustee shall make the distribution that should have been made on the Distribution Date on the first Business Day following the date on which such payment is made to the Trustee. The Certificateholders will not receive any interest or any other compensation in respect of late payments unless paid by the issuer of the IndentureUnderlying Securities, in which case the Trustee will distribute any such interest or other compensation upon its receipt. The Trustee will make distributions on a Distribution Date to the extent it receives funds before 1:00pm. If any Available Funds are received by the Trustee after 1:00 p.m. on a Distribution Date, the Owner Trustee shallshall use its reasonable efforts in the processing of payments on any such date. (e) If, upon notice from prior to the Indenture Final Distribution Date, the Trustee that such funds exist, submit on behalf receives money or other property in respect of the Trust Underlying Securities as a result of an Issuing Entity Order Underlying Securities Event of Default, the Trustee shall allocate and distribute such moneys or other property (including any premium paid thereon) to the Indenture Trustee pursuant to Section 3.3(e) holders of the Indenture instructing the Indenture Class _____ Certificates, pro rata by Certificate Principal Balance. The Trustee to pay will make such funds to or at the order distribution after payment of any payment obligations of the DepositorTrust. (f) It is understood that payments in the nature of prepayment or redemption penalties, late payment charges, default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Collection Account for distribution to the Class _____ Certificateholders as additional interest, and shall not be retained by the Trustee for its own account.

Application of Trust Funds. (a) On each Calculation Day and Distribution Date, the Owner Trustee or the Paying Agent shall will distribute to the Certificateholders, on a pro rata basisin proportion to each Certificateholder's Certificate Percentage Interest, amounts equal deposited into the Certificate Distribution Account pursuant to Sections 5.06 and 9.01 of the Sale and Servicing Agreement and Section 5.06(a) of the Indenture with respect to such Distribution Date. (b) Notwithstanding Section 5.02(a), if the Holder of the WFSRC Certificate exercises its right to repurchase the WFSRC Contracts pursuant to Section 3.10 of the Sale and Servicing Agreement, such Holder shall have the right to receive amounts deposited on deposit in the Certificate Distribution Account pursuant to such Section 4.06 and Section 4.07 only until the aggregate amount received by it after the Repurchase Distribution Date equals the Repurchase Spread Account Amount. If, pursuant to this Section, the Holder of the Servicing Agreement on or prior to such Distribution Date. Funds WFSRC Certificate has received by the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date will be distributed to the Certificateholders on such Distribution Date. Each Repurchase Spread Account Amount, it shall have no further right as Holder of the Owner Trustee and the Paying Agent shall use its best efforts WFSRC Certificate to distribute any funds received after 1:00 p.m. (Eastern time) amounts on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested deposit in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution. (bc) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement or statements provided to the Owner Trustee by the Master Servicer pursuant to Section 4.09 5.07 of the Sale and Servicing Agreement on with respect to 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. (cd) If In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Certificateholderan Owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section 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 CertificateholderSection. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain retain, or cause the Paying Agent to retain, from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurred. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.the

Application of Trust Funds. (a) On each Distribution Payment Date, the Owner Trustee or subject to this Section 5.02(a), the Paying Agent shall, or shall cause the Account Bank to, distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Sections 5.06(ii)([T]) or (iii)([R]), or Section 4.06 and Section 4.07 5.07(d) of the Sale and Servicing Agreement with respect to such Payment Date. The Certificateholders of 100% Percentage Interest of the Trust Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing on or prior to such Distribution Datethe close of business on the related Payment Determination Date to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to Sections 5.06(ii)([T]) or (iii)([R]), or Section 5.07(d) of the Sale and Servicing Agreement. Funds received by If the Owner Trustee or the Paying Agent by 1:00 p.m. (Eastern time) on any Distribution Date Certificateholders make this election, these amounts will be distributed to treated as collections during the then-current Collection Period and the Certificateholders will have no claim to such amounts (unless distributed on such Distribution Date. Each a subsequent Payment Date pursuant to Section 5.06(ii)([T]) of the Owner Trustee Sale and the Paying Agent shall use its best efforts to distribute any funds received after 1:00 p.m. (Eastern time) on any Distribution Date to the Certificateholders as soon as reasonably possible, but neither the Owner Trustee nor the Paying Agent shall be liable if such funds are not distributed until the next Business Day. Any funds received by the Owner Trustee or the Paying Agent after 1:00 p.m. (Eastern time) shall be held uninvested in the Certificate Distribution Account until distributed to the Certificateholders, and neither the Owner Trustee nor the Paying Agent shall be liable for any interest thereon. 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) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Servicing Agreement shall be made directly to the Depositor by the Indenture Trustee (whether or not the Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distributionAgreement). (b) On each Distribution Payment Date, the Owner Trustee Paying Agent shall send to each Certificateholder post a copy of the statement or statements provided to the Owner Indenture Trustee by the Servicer pursuant to Section 4.09 5.08 of the Sale and Servicing Agreement with respect to such Payment Date on its internet website promptly following its receipt thereof, for the benefit of the Certificateholder. The Paying Agent’s internet website shall initially be located at [ ]. Assistance in using the website can be obtained by calling the Paying Agent’s customer service desk at [ ]. The Paying Agent may, but shall not be obligated to, change the way the statements and information are posted or distributed in order to make such Distribution Date; provided that no distribution more convenient and/or accessible for such statement shall be required to be sent by the Owner Trustee if Certificateholders, and for so long as the Depositor is the sole Certificateholder. (c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee or the Paying Agent shall not have an obligation provide on the website timely and adequate notification to withhold all parties regarding any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee 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 or the Paying Agent for any out-of-pocket expenses incurredchange. (d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuing Entity Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.