Common use of Bank Accounts; Distributions and Disbursements Clause in Contracts

Bank Accounts; Distributions and Disbursements. (a) On or before the 2014-A Closing Date, the Indenture Trustee will establish, and on and after the 2014-A Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 2014-A Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d) of the Exchange Note Supplement; (ix) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xi) eleventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 2014-A Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 2014-A Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142013-A Closing Date, the Indenture Trustee will establish, and on and after the 20142013-A Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142013-A Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142013-A Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d) of the Exchange Note Supplement; (ixxi) nintheleventh, to the Principal Payment Account, the Regular Principal Payment; (xxii) tenthtwelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xixiii) elevenththirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b A-2 Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 20142013-A Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 20142013-A Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142013-A Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142012-A Closing Date, the Indenture Trustee will establish, and on and after the 20142012-A Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142012-A Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142012-A Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the unpaid Administration FeeFees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Regular Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d5.1(e) of the Exchange Note Supplement; (ixviii) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tentheighth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xiix) eleventhninth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b A-2 Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero;; and (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 20142012-A Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 20142012-A Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142012-A Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero;; and (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the The subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First the Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142015-A Closing Date, the Indenture Trustee will establish, and on and after the 20142015-A Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142015-A Exchange Note pursuant to under the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to under Section 5.1 of the Servicing Supplement on such that Payment Date and apply such those amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142015-A Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the aggregate Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such that Payment Date pursuant to under Section 5.1(d) of the Exchange Note Supplement; (ix) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to under Section 8.2(b)(i) on such that Payment Date; and (xi) eleventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to for the Collection Period preceding such that Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 20142015-A Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 20142015-A Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142015-A Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances Balance of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes A Notes, sequentially by Class in payment of principal until the Note Balance of the Class A-1 A Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ixvi) ninthsixth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xvii) tenthseventh, to the Noteholders of Class C Notes, the aggregate Accrued Note Interest for the Class C Notes; (xiviii) eleventheighth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xiiix) twelfthninth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to under Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142015-A B Closing Date, the Indenture Trustee will establish, and on and after the 20142015-A B Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142015-A B Exchange Note pursuant to under the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to under Section 5.1 of the Servicing Supplement on such that Payment Date and apply such those amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142015-A B Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the aggregate Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such that Payment Date pursuant to under Section 5.1(d) of the Exchange Note Supplement; (ix) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to under Section 8.2(b)(i) on such that Payment Date; and (xi) eleventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to for the Collection Period preceding such that Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 20142015-A B Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 20142015-A B Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142015-A B Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances Balance of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes A Notes, sequentially by Class in payment of principal until the Note Balance of the Class A-1 A Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ixvi) ninthsixth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xvii) tenthseventh, to the Noteholders of Class C Notes, the aggregate Accrued Note Interest for the Class C Notes; (xiviii) eleventheighth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xiiix) twelfthninth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to under Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142013-A B Closing Date, the Indenture Trustee will establish, and on and after the 20142013-A B Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142013-A B Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142013-A B Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d) of the Exchange Note Supplement; (ix) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xi) eleventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 20142013-A B Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 20142013-A B Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142013-A B Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142011-A Closing Date, the Indenture Trustee will establish, and on and after the 20142011-A Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date (including the Redemption Date), the Indenture Trustee will (based on the information contained in the most recent Monthly Investor ReportReport delivered before such Payment Date pursuant to Section 6.1 of the Servicing Supplement) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142011-A Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142011-A Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances Balance of the Class A Notes as of the end of the immediately preceding Payment Date; (iv) fourth, to the 2011-A Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the 2011-A Principal Payment Account, the Second Priority Regular Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount on deposit in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d5.1(e) of the Exchange Note Supplement; (ixviii) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tentheighth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xiix) eleventhninth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the 2011-A Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b A-2 Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; and (vi) sixth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the 2011-A Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, following the occurrence of any Event of Default that has resulted in an acceleration of the Notes, the Indenture Trustee will apply all money and property collected from the liquidation of the 2011-A Collateral and all amounts then on deposit in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the Indenture Trustee and the Owner Trustee, all amounts then due, and to or at the direction of the Issuer, any expenses incurred in accordance with the 2011-A Basic Documents; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balance of the Class A Notes as of the end of the immediately preceding Payment Date; (iv) fourth, to the Noteholders of Class A Notes, sequentially by class in payment of principal until the Note Balance of the Class A Notes is reduced to zero; (v) fifth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (vi) sixth, to the Noteholders of Class C B Notes in payment of principal until the Note Balance of the Class C B Notes has been is reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in money or property. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 2014-A Collateral was sold or otherwise liquidatedSection 8.2(d). At least 15 days before such record date, the Indenture Trustee (based on will notify each Noteholder and the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation Issuer of the 2014-A Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) firstrecord date, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes date and the Class B Notes pursuant amount to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Codebe paid.

Bank Accounts; Distributions and Disbursements. (a) On or before the 2014-A B Closing Date, the Indenture Trustee will establish, and on and after the 2014-A B Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 2014-A B Exchange Note pursuant to under the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to under Section 5.1 of the Servicing Supplement on such that Payment Date and apply such those amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A B Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such that Payment Date pursuant to under Section 5.1(d) of the Exchange Note Supplement; (ix) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to under Section 8.2(b)(i) on such that Payment Date; and (xi) eleventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to for the Collection Period preceding such that Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 2014-A B Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 2014-A B Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A B Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to under Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142012-A B Closing Date, the Indenture Trustee will establish, and on and after the 20142012-A B Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142012-A B Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142012-A B Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Regular Principal Payment; (ix) ninth, to the Reserve Account, the amount, if any, required for the amount in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d5.1(e) of the Exchange Note Supplement; (ix) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xi) eleventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b A-2 Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 20142012-A B Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 20142012-A B Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142012-A B Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 20142011-A B Closing Date, the Indenture Trustee will establish, and on and after the 20142011-A B Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date (including the Redemption Date), the Indenture Trustee will (based on the information contained in the most recent Monthly Investor ReportReport delivered before such Payment Date pursuant to Section 6.1 of the Servicing Supplement) withdraw from the Collection Account an amount equal to all amounts received in respect of the 20142011-A B Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 20142011-A B Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the immediately preceding Payment Date; (iv) fourth, to the 2011-B Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the 2011-B Principal Payment Account, the Second Priority Regular Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Reserve Account, the amount, if any, required for the amount on deposit in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d5.1(e) of the Exchange Note Supplement; (ixviii) ninth, to the Principal Payment Account, the Regular Principal Payment; (x) tentheighth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xiix) eleventhninth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the 2011-B Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b A-2 Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero;; and (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the 2011-B Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 2014-A Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 20142011-A B Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee Trustee, and any expenses of the Issuer Issuer, incurred in accordance with the 20142011-A B Basic Documents; (ii) second, to the Servicer, unpaid the Administration Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero;; and (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and (xii) twelfth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 8.2(d). At least 15 days before such record date, the Indenture Trustee will notify each Noteholder and the Issuer of the record date, the payment date and the amount to be paid. (e) Each of (i) the The subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First the Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 2014-A 20_-_ Closing Date, the Indenture Trustee will establish, and on and after the 2014-A 20_-_ Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date (including the Redemption Date), the Indenture Trustee will (based on the information contained in the most recent Monthly Investor ReportReport delivered before such Payment Date pursuant to Section 6.1 of the Servicing Supplement) withdraw from the Collection Account an amount equal to all amounts received in respect of the 2014-A 20_-_ Exchange Note pursuant to the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing Supplement on such Payment Date [plus any amounts deposited by the Hedge Counterparty pursuant to Section 8.1(b)] and apply such amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A 20_-_ Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) [third, to the Hedge Counterparty, any Net Hedge Payments due to such Hedge Counterparty]; (iv) [fourth, to the Hedge Counterparty, Senior Hedge Termination Payments due to such Hedge Counterparty]; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest Payment Amount for the Class A Notes, pro rata based on the Note Balances Balance of the Class A Notes as of the end of the immediately preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the 20_-_ Principal Payment Account, the Second First Priority Principal Payment; (vii) seventh, to the Noteholders of Class B Notes, the Interest Payment Amount for the Class B Notes; (viii) eighth, to the 20_-_ Principal Payment Account, the Second Priority Principal Payment; (ix) ninth, to the Noteholders of the Class C Notes, the Accrued Note Interest Payment Amount for the Class C Notes; (viiix) eighthtenth, to the 20_-_ Principal Payment Account, the Third Priority Principal Payment; (xi) eleventh, to the Noteholders of Class D Notes, the Interest Payment Amount for the Class D Notes; (xii) twelfth, to the 20_-_ Principal Payment Account, the Regular Principal Payment; (xiii) thirteenth, to the Reserve Account, the amount, if any, required for the amount on deposit in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d5.1(e) of the Exchange Note Supplement; (ixxiv) ninth[fourteenth, to the Principal Payment AccountHedge Counterparty, any Subordinated Hedge Termination Payments due to the Regular Principal PaymentHedge Counterparty to the extent not paid in fourth above]; (xxv) tenthfifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xixvi) eleventhsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the 20_-_ Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes [and the Class A-2b Notes, pro rata], in payment of principal until the Note Balance of the Class A-2a A-2[a] Notes [and the Class A-2b Notes A-2b] has been reduced to zero; (iii) third, to the Noteholders of Class A-3 A-3[a] Notes [and the Class A-3b Notes], in payment of principal until the Note Balance of the Class A-3 A-3[a] Notes [and the Class A-3b] has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 A-4[a] Notes [and the Class A-4b Notes], in payment of principal until the Note Balance of the Class A-4 A-4[a] Notes [and the Class A-4b Notes] has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the 20_-_ Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if following the Notes are accelerated following an occurrence of any Event of Default, then on Default that has resulted in an acceleration of the Payment Date relating to the Collection Period in which the 2014-A Collateral was sold or otherwise liquidatedNotes, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 2014-A 20_-__ Collateral and all amounts then on deposit in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to Indenture Trustee and the Indenture Owner Trustee, all amounts then due, and to or at the Owner Trustee and direction of the Issuer, any expenses of the Issuer incurred in accordance with the 2014-A 20_-__ Basic Documents; (ii) second, to the Servicer, unpaid the Administration FeesFee; (iii) third, [to the Noteholders of Class A NotesHedge Counterparty, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Dateany Net Hedge Payments due to such Hedge Counterparty]; (iv) [fourth, to the Noteholders Hedge Counterparty, any hedge termination payments due to the Hedge Counterparty (other than any hedge termination payments where the termination results from either (a) an event of Class A-1 Notes in payment of principal until default under the Note Balance of related interest rate hedge where the Class A-1 Notes Hedge Counterparty is reduced to zerothe defaulting party or (b) a termination event under the related interest rate hedge, other than “illegality” or “tax event,” for which the Hedge Counterparty is the sole affected party)]; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until A Notes, interest due on the Class A Notes, pro rata based on the Note Balance of the Class A-2 A Notes is reduced to zeroas of the end of the immediately preceding Payment Date; (vi) sixth, to the Noteholders of Class A-3 Notes A Notes, sequentially by class in payment of principal until the Note Balance of the Class A-3 A Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for interest due on the Class B Notes; (ixviii) nintheighth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xix) tenthninth, to the Noteholders of Class C Notes, the Accrued Note Interest for interest due on the Class C Notes; (xix) eleventhtenth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and; (xi) eleventh, to the Noteholders of Class D Notes, the interest due on the Class D Notes; (xii) twelfth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xiii) [thirteenth, to the Hedge Counterparty, any hedge termination payments due to the Hedge Counterparty but not paid under item fourth above]; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 8.2(d). At least 15 days before such record date, the Indenture Trustee will notify each Noteholder and the Issuer of the record date, the payment date and the amount to be paid. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes, (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Bank Accounts; Distributions and Disbursements. (a) On or before the 2014-A 20__-_ Closing Date, the Indenture Trustee will establish, and on and after the 2014-A 20__-_ Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Servicing Supplement. (b) On each Payment Date, the Indenture Trustee will (based on the information contained in the most recent Monthly Investor Report) withdraw from the Collection Account an amount equal to all amounts received in respect of the 2014-A 20__-_ Exchange Note pursuant to under the Exchange Note Supplement plus any amounts deposited by the Servicer pursuant to under Section 5.1 of the Servicing Supplement on such that Payment Date and apply such those amounts in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A 20__-_ Basic Documents, in each case, to the extent not paid by the Depositor or Indenture Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Administration Fee; (iii) [third, to the Hedge Counterparty, any Net Hedge Payments due to such Hedge Counterparty]; (iv) [fourth, to the Hedge Counterparty, Senior Hedge Termination Payments due to such Hedge Counterparty]; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest Payment Amount for the Class A Notes, pro rata based on the Note Balances Balance of the Class A Notes as of the end of the immediately preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the 20__-__ Principal Payment Account, the Second First Priority Principal Payment; (vii) seventh, to the Noteholders of Class B Notes, the Interest Payment Amount for the Class B Notes; (viii) eighth, to the 20__-__ Principal Payment Account, the Second Priority Principal Payment; (ix) ninth, to the Noteholders of the Class C Notes, the Accrued Note Interest Payment Amount for the Class C Notes; (viiix) eighthtenth, to the 20__-__ Principal Payment Account, the Third Priority Principal Payment; (xi) eleventh, to the Noteholders of Class D Notes, the Interest Payment Amount for the Class D Notes; (xii) twelfth, to the 20__-__ Principal Payment Account, the Regular Principal Payment; (xiii) thirteenth, to the Reserve Account, the amount, if any, required for the amount on deposit in the Reserve Account to equal the Required Reserve Amount after taking into account any deposit made to the Reserve Account on such Payment Date pursuant to Section 5.1(d5.1(e) of the Exchange Note Supplement; (ixxiv) ninth[fourteenth, to the Principal Payment AccountHedge Counterparty, any Subordinated Hedge Termination Payments due to the Regular Principal PaymentHedge Counterparty to the extent not paid in fourth above]; (xxv) tenthfifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date; and (xixvi) eleventhsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to for the Collection Period preceding such Payment Date. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a Notes and the Class A-2b Notes, pro rata, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (d) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on the Payment Date relating to the Collection Period in which the 2014-A 20__-_ Collateral was sold or otherwise liquidated, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will apply all money and property collected from the sale or other liquidation of the 2014-A 20__-_ Collateral and all amounts in the Reserve Account in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the 2014-A 20__-_ Basic Documents; (ii) second, to the Servicer, unpaid Administration Fees; (iii) third, [to the Noteholders of Class A NotesHedge Counterparty, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Dateany Net Hedge Payments due to such Hedge Counterparty]; (iv) [fourth, to the Noteholders Hedge Counterparty, any hedge termination payments due to the Hedge Counterparty (other than any hedge termination payments where the termination results from either (a) an event of Class A-1 Notes in payment of principal until default under the Note Balance of related interest rate hedge where the Class A-1 Notes Hedge Counterparty is reduced to zerothe defaulting party or (b) a termination event under the related interest rate hedge, other than “illegality” or “tax event,” for which the Hedge Counterparty is the sole affected party)]; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until A Notes, interest due on the Class A Notes, pro rata based on the Note Balance of the Class A-2 A Notes is reduced to zeroas of the end of the immediately preceding Payment Date; (vi) sixth, to the Noteholders of Class A-3 Notes A Notes, sequentially by class in payment of principal until the Note Balance of the Class A-3 A Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for interest due on the Class B Notes; (ixviii) nintheighth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xix) tenthninth, to the Noteholders of Class C Notes, the Accrued Note Interest for interest due on the Class C Notes; (xix) eleventhtenth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and; (xi) eleventh, to the Noteholders of Class D Notes, the interest due on the Class D Notes; (xii) twelfth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xiii) [thirteenth, to the Hedge Counterparty, any hedge termination payments due to the Hedge Counterparty but not paid under item fourth above]; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (e) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes, (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(b) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.