Common use of Distributions from Collection Account Clause in Contracts

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 250,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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 required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ix) ninth, for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date Date, the Indenture Trustee Note Paying Agent will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, (x) the Indenture Trustee Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee, respectively, owed to such party under this Indenture, the Trust Agreement or the Asset Representations Review Agreement, as applicable and (y) any payment of amounts, including indemnities, expenses and indemnities then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the AdministratorReviewer, up to, with respect to clause (y) a maximum of $375,000 400,000 in the aggregate per calendar year; provided, that $200,000 of such cap will be allocated to reimbursable expenses and indemnities of the Indenture Trustee, $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Owner Trustee and $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Asset Representations Reviewer (and on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap allocated to another party to the extent that the expenses and indemnities reimbursable to such party exceed the related allocated amount at the end of such calendar year); provided, further that after the occurrence of any Event of Default, other than an Event of Default set forth in Section 5.1(a)(iii), such cap will not apply; (ii) second, (x) to the Servicer, all unpaid Servicing FeesFees and (y) on the first Payment Date following the assumption by a Successor Servicer of its duties as Successor Servicer, to such Successor Servicer, a one-time Successor Servicer engagement fee of $150,000; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A A-1a Notes and Class A-1b Notes, pro rata rata, based on the Accrued Note Balances Interest due on each such Class of the Class A Notes on the prior Payment Date (after giving effect to payments on that date)Notes; (iv) fourth, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), the Third Priority Principal Payment; (ix) ninth, during the Amortization Period, for allocation as principal under Section 8.2(d), the Regular Priority Principal Payment; (x) tenth, solely if an Amortization Event has occurred and is continuing, to the Noteholders, payable sequentially by Class, remaining amounts due on the Notes, payable until the Note Balance of each Class of Notes is reduced to zero; (xi) eleventh, to any Successor Servicer, the Additional Successor Servicer Fee, if any; (xii) twelfth, to the Reserve Account, the amount required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C NotesAmount; (ixxiii) ninththirteenth, for allocation as principal under Section 8.2(d)during the Revolving Period, to the Acquisition Account, the Regular Principal PaymentAcquisition Deposit Amount for that Payment Date; (xiv) fourteenth, during the Revolving Period, if amounts are in the Acquisition Account, to the Negative Carry Account, the Negative Carry Deposit Amount; (xv) fifteenth, to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by Class, based on the amount due (with any such Make-Whole Payments applied to the Class A Notes allocated to each class of Class A Notes, pro rata based on the Make-Whole Payment due to each such Class); (xvi) sixteenth, (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if extent not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment DateDate and (y) to the extent that the Administrator has paid any fees of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer on the Closing Date pursuant to Section 2.2(e) of the Administration Agreement, to the Administrator for the reimbursement of such amounts; (xvii) seventeenth, to the payment of any expenses of the Issuer identified by the Administrator, on behalf of the Issuer; and (xixviii) eleventheighteenth, to the holder of Certificate Distribution Account for distribution sequentially to the Residual InterestClass B Certificateholders and the Class A Certificateholders, in that order, any remaining amounts. For the avoidance of doubt, all amounts due to the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer in excess of the amounts paid to such party pursuant to priorities (i) and (xvi) during any calendar year will become due and payable in each succeeding calendar year, subject to the applicable limitations set forth therein, until paid in full.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any and expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 250,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(c), 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 required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ixxi) nintheleventh, for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (xxii) tenthtwelfth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xixiii) elevenththirteenth, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will shall (based solely on the information contained in the most recent Servicer's Monthly Investor ReportReport delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) withdraw distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from the Collection Account Available Pledged Revenues, and make deposits second (but only as to amounts described in clauses (ii) and payments, to the extent of Available Funds (iii) below) from amounts deposited in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):pursuant to Section 7.02 and 7.05(d). (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the payment of amountsServicer, including indemnitiesthe Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, then due to the Indenture Trustee, extent the Owner Trustee and the Asset Representations Reviewer and, to or at the direction Servicer has not reimbursed itself in respect of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearsuch amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Servicer, all unpaid Servicing FeesNote Distribution Account an amount equal to the Note Interest Distributable Amount for such Payment Date; (iii) third, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class A NotesNote Distribution Account, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on an amount equal to the Note Balances of the Class A Notes on the prior Principal Distributable Amount for such Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to the Cash Collateral Account, the First Priority Principal Paymentamount, if any, necessary to increase the balance therein to the Required Cash Collateral Amount; (v) fifth, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class B Notesparties entitled thereto in accordance with the Cash Collateral Account Agreement, the Accrued Note Interest for the Class B Notes;any amounts due and unpaid thereunder; and (vi) sixth, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due any remaining Amount Available to the Indenture TrusteeTrustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Owner Indenture Trustee and the Asset Representations Reviewer and, shall forthwith pay such amount to or at upon the direction written order of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsDepositor.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any and expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 250,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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 required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ix) ninth, for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date Date, the Indenture Trustee Note Paying Agent will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):) [PAYMENT PRIORITIES WILL REFLECT EACH SPECIFIC ISSUER’S REQUIRED CASHFLOW ALLOCATIONS]: (i) first, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, (x) the Indenture Trustee Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee, respectively, owed to such party under this Indenture, the Trust Agreement or the Asset Representations Review Agreement, as applicable and (y) any payment of amounts, including indemnities, expenses and indemnities then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the AdministratorReviewer, up to, with respect to clause (y) a maximum of $375,000 [_] in the aggregate per calendar year; provided, that $[_] of such cap will be allocated to reimbursable expenses and indemnities of the Indenture Trustee, $[_] of such cap will be allocated to reimbursable expenses and indemnities of the Owner Trustee and $[_] of such cap will be allocated to reimbursable expenses and indemnities of the Asset Representations Reviewer (and on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap allocated to another party to the extent that the expenses and indemnities reimbursable to such party exceed the related allocated amount at the end of such calendar year); provided, further that after the occurrence of any Event of Default, other than an Event of Default set forth in Section 5.1(a)(iii), such cap will not apply; (ii) second, (x) to the Servicer, all unpaid Servicing FeesFees and (y) on the first Payment Date following the assumption by a Successor Servicer of its duties as Successor Servicer, to such Successor Servicer, a one-time Successor Servicer engagement fee of $[_]; (iii) third, [pro rata, based on the aggregate Note Balance of the Class A notes and the amount of any amounts due to the Swap Counterparty under this clause (iii) (x)] to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A A-1[a] Notes, [Class A-1b Notes,] Class A-2 Notes and Class A-3 Notes, pro rata rata, based on the Accrued Note Balances Interest due on each such Class of Notes[, (y) to the Swap Counterparty, the amount of any Swap Termination Payment under the Swap Agreement; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Accrued Note Interest on any class of Class A Notes as of such Payment Date, such amounts will be applied to pay the prior portion, if any, of any Swap Termination Payment Date referred to above remaining unpaid, and (after giving effect z) to payments on that date)the Swap Counterparty, the Swap Payment, if any]; (iv) fourth, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), the Fourth Priority Principal Payment; (xi) eleventh, to the Noteholders of Class E Notes, the Accrued Note Interest for the Class E Notes; (xii) twelfth, during the Amortization Period, for allocation as principal under Section 8.2(d), the Fifth Priority Principal Payment; (xiii) thirteenth, during the Amortization Period, for allocation as principal under Section 8.2(d), the Regular Priority Principal Payment; (xiv) fourteenth, solely if an Amortization Event has occurred and is continuing, to the Noteholders, payable sequentially by Class, remaining amounts due on the Notes, payable until the Note Balance of each Class of Notes is reduced to zero; (xv) fifteenth, to any Successor Servicer, the Additional Successor Servicer Fee, if any; (xvi) sixteenth, to the Reserve Account, the amount required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C NotesAmount; (ixxvii) ninthseventeenth, for allocation as principal under Section 8.2(d)during the Revolving Period, to the Acquisition Account, the Regular Principal PaymentAcquisition Deposit Amount for that Payment Date; (xviii) eighteenth, during the Revolving Period, if amounts are in the Acquisition Account, to the Negative Carry Account, the Negative Carry Deposit Amount; (xix) [nineteenth, to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by Class, based on the amount due (with any such Make-Whole Payments applied to the Class A Notes allocated to each class of Class A Notes, pro rata based on the Make-Whole Payment due to each such Class);] (xx) twentieth, (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee [and][,] the Asset Representations Reviewer [and the Swap Counterparty] to the extent not paid under Section 8.2(c)(i) [or (iii), including, in the case of the Swap Counterparty, any unpaid Swap Termination Payments,] on that Payment Date and (y) to the extent that the Administrator has paid any fees of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer andon the Closing Date pursuant to Section 2.2(e) of the Administration Agreement, to or at the direction Administrator for the reimbursement of such amounts; (xxi) twenty-first, to the Issuer, payment of any expenses of the Issuer, in each case, if not paid Issuer identified by the Depositor or Administrator or under Section 8.2(c)(i) Administrator, on that Payment Date; andbehalf of the Issuer; (xixxii) eleventhtwenty-second, to the holder of Certificate Distribution Account for distribution sequentially to the Residual InterestClass B Certificateholders and the Class A Certificateholders, in that order, any remaining amounts. For the avoidance of doubt, all amounts due to the Owner Trustee or the Indenture Trustee in excess of the amounts paid to such party pursuant to priorities (i) and [xx)] during any calendar year will become due and payable in each succeeding calendar year, subject to the applicable limitations set forth therein, until paid in full.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date Date, the Indenture Trustee Note Paying Agent will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, (x) the Indenture Trustee Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee, respectively, owed to such party under this Indenture, the Trust Agreement or the Asset Representations Review Agreement, as applicable and (y) any payment of amounts, including indemnities, expenses and indemnities then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the AdministratorReviewer, up to, with respect to clause (y) a maximum of $375,000 400,000 in the aggregate per calendar year; provided, that $200,000 of such cap will be allocated to reimbursable expenses and indemnities of the Indenture Trustee, $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Owner Trustee and $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Asset Representations Reviewer (and on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap allocated to another party to the extent that the expenses and indemnities reimbursable to such party exceed the related allocated amount at the end of such calendar year); provided, further that after the occurrence of any Event of Default, other than an Event of Default set forth in Section 5.1(a)(iii), such cap will not apply; (ii) second, (x) to the Servicer, all unpaid Servicing FeesFees and (y) on the first Payment Date following the assumption by a Successor Servicer of its duties as Successor Servicer, to such Successor Servicer, a one-time Successor Servicer engagement fee of $150,000; (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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), the Third Priority Principal Payment; (ix) ninth, during the Amortization Period, for allocation as principal under Section 8.2(d), the Regular Priority Principal Payment; (x) tenth, solely if an Amortization Event has occurred and is continuing, to the Noteholders, payable sequentially by Class, remaining amounts due on the Notes, payable until the Note Balance of each Class of Notes is reduced to zero; (xi) eleventh, to any Successor Servicer, the Additional Successor Servicer Fee, if any; (xii) twelfth, to the Reserve Account, the amount required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C NotesAmount; (ixxiii) ninththirteenth, for allocation as principal under Section 8.2(d)during the Revolving Period, to the Acquisition Account, the Regular Principal PaymentAcquisition Deposit Amount for that Payment Date; (xiv) fourteenth, during the Revolving Period, if amounts are in the Acquisition Account, to the Negative Carry Account, the Negative Carry Deposit Amount; (xv) fifteenth, to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by Class, based on the amount due; (xvi) sixteenth, (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if extent not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment DateDate and (y) to the extent that the Administrator has paid any fees of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer on the Closing Date pursuant to Section 2.2(e) of the Administration Agreement, to the Administrator for the reimbursement of such amounts; (xvii) seventeenth, to the payment of any expenses of the Issuer identified by the Administrator, on behalf of the Issuer; and (xixviii) eleventheighteenth, to the holder of Certificate Distribution Account for distribution sequentially to the Residual InterestClass B Certificateholders and the Class A Certificateholders, in that order, any remaining amounts. For the avoidance of doubt, all amounts due to the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer in excess of the amounts paid to such party pursuant to priorities (i) and (xvi) during any calendar year will become due and payable in each succeeding calendar year, subject to the applicable limitations set forth therein, until paid in full.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any and expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 $ per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing FeesFees from prior Collection Periods; (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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to any amounts remaining in the holder of Collection Account for the Residual Interest, any remaining amountsCollection Period before that Payment Date.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any and expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 $ per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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 required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ix) ninth, for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date Date, the Indenture Trustee Note Paying Agent will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, (x) the Indenture Trustee Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee, respectively, owed to such party under this Indenture, the Trust Agreement or the Asset Representations Review Agreement, as applicable and (y) any payment of amounts, including indemnities, expenses and indemnities then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the AdministratorReviewer, up to, with respect to clause (y) a maximum of $375,000 400,000 in the aggregate per calendar year; provided, that $200,000 of such cap will be allocated to reimbursable expenses and indemnities of the Indenture Trustee, $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Owner Trustee and $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Asset Representations Reviewer (and on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap allocated to another party to the extent that the expenses and indemnities reimbursable to such party exceed the related allocated amount at the end of such calendar year); provided, further that after the occurrence of any Event of Default, other than an Event of Default set forth in Section 5.1(a)(iii), such cap will not apply; (ii) second, (x) to the Servicer, all unpaid Servicing FeesFees and (y) on the first Payment Date following the assumption by a Successor Servicer of its duties as Successor Servicer, to such Successor Servicer, a one-time Successor Servicer engagement fee of $150,000; (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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), the Third Priority Principal Payment; (ix) ninth, during the Amortization Period, for allocation as principal under Section 8.2(d), the Regular Priority Principal Payment; (x) tenth, solely if an Amortization Event has occurred and is continuing, to the Noteholders, payable sequentially by Class, remaining amounts due on the Notes, payable until the Note Balance of each Class of Notes is reduced to zero; (xi) eleventh, to any Successor Servicer, the Additional Successor Servicer Fee, if any; (xii) twelfth, to the Reserve Account, the amount required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C NotesAmount; (ixxiii) ninththirteenth, for allocation as principal under Section 8.2(d)during the Revolving Period, to the Acquisition Account, the Regular Principal PaymentAcquisition Deposit Amount for that Payment Date; (xiv) fourteenth, during the Revolving Period, if amounts are in the Acquisition Account, to the Negative Carry Account, the Negative Carry Deposit Amount; (xv) fifteenth, to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by Class, based on the amount due (with any such Make-Whole Payments applied to the Class A Notes allocated to each class of Class A Notes, pro rata based on the Make-Whole Payment due to each such Class); (xvi) sixteenth, (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if extent not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment DateDate and (y) to the extent that the Administrator has paid any fees of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer on the Closing Date pursuant to Section 2.2(e) of the Administration Agreement, to the Administrator for the reimbursement of such amounts; (xvii) seventeenth, to the payment of any expenses of the Issuer identified by the Administrator, on behalf of the Issuer; and (xixviii) eleventheighteenth, to the holder of Certificate Distribution Account for distribution sequentially to the Residual InterestClass B Certificateholders and the Class A Certificateholders, in that order, any remaining amounts. For the avoidance of doubt, all amounts due to the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer in excess of the amounts paid to such party pursuant to priorities (i) and (xvi) during any calendar year will become due and payable in each succeeding calendar year, subject to the applicable limitations set forth therein, until paid in full.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any and expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 300,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing FeesFees from prior Collection Periods; (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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to any amounts remaining in the holder of Collection Account for the Residual Interest, any remaining amountsCollection Period before that Payment Date.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will shall (based solely on the information contained in the most recent Servicer's Monthly Investor ReportReport delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) withdraw distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from the Collection Account Available Pledged Revenues, and make deposits second (but only as to amounts described in clauses (ii) and payments, to the extent of Available Funds (iii) below) from amounts deposited in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):pursuant to Section 7.02 and 7.05(d). (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the payment of amountsServicer, including indemnitiesthe Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, then due to the Indenture Trustee, extent the Owner Trustee and the Asset Representations Reviewer and, to or at the direction Servicer has not reimbursed itself in respect of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearsuch amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Servicer, all unpaid Servicing FeesNote Distribution Account an amount equal to the Note Interest Distributable Amount for such Payment Date; (iii) third, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class A NotesNote Distribution Account, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on an amount equal to the Note Balances of the Class A Notes on the prior Principal Distributable Amount for such Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to the Cash Collateral Account, the First Priority Principal Paymentamount, if any, necessary to increase the balance therein to the Required Cash Collateral Amount; (v) fifth, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class B Notesparties entitled thereto in accordance with the Cash Collateral Account Agreement, the Accrued Note Interest for the Class B Notes;any amounts due and unpaid thereunder; and (vi) sixth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to pay any unpaid fees, expenses and indemnities owing to the Second Priority Principal Payment;Owner Trustee and the Indenture Trustee; and (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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due any remaining Amount Available to the Indenture TrusteeTrustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Owner Indenture Trustee and the Asset Representations Reviewer and, shall forthwith pay such amount to or at upon the direction written order of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsDepositor.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will shall (based solely on the information contained in the most recent Servicer's Monthly Investor ReportReport delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) withdraw distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from the Collection Account Available Pledged Revenues, and make deposits second (but only as to amounts described in clauses (ii) and payments, to the extent of Available Funds (iii) below) from amounts deposited in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise statedpursuant to Section 7.05(d): (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the payment of amountsServicer, including indemnitiesthe Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, then due to the Indenture Trustee, extent the Owner Trustee and the Asset Representations Reviewer and, to or at the direction Servicer has not reimbursed itself in respect of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearsuch amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Servicer, all unpaid Servicing FeesNote Distribution Account an amount equal to the Note Interest Distributable Amount for such Payment Date; (iii) third, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class A NotesNote Distribution Account, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on an amount equal to the Note Balances of the Class A Notes on the prior Principal Distributable Amount for such Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to the Reserve Account, the First Priority Principal Paymentamount, if any, necessary to increase the balance therein to the Required Reserve Amount; (v) fifth, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class B Notesparties entitled thereto in accordance with the Reserve Account Agreement, the Accrued Note Interest for the Class B Notesany amounts due and unpaid thereunder; (vi) sixth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to pay any unpaid fees, expenses and indemnities owing to the Second Priority Principal Payment;Owner Trustee and the Indenture Trustee; and (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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due any remaining Amount Available to the Indenture TrusteeTrustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Owner Indenture Trustee and the Asset Representations Reviewer and, shall forthwith pay such amount to or at upon the direction written order of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsDepositor.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 250,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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 required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ix) ninth, for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date Date, the Indenture Trustee Note Paying Agent will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, (x) the Indenture Trustee Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee, respectively, owed to such party under this Indenture, the Trust Agreement or the Asset Representations Review Agreement, as applicable and (y) any payment of amounts, including indemnities, expenses and indemnities then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the AdministratorReviewer, up to, with respect to clause (y) a maximum of $375,000 400,000 in the aggregate per calendar year; provided, that $200,000 of such cap will be allocated to reimbursable expenses and indemnities of the Indenture Trustee, $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Owner Trustee and $100,000 of such cap will be allocated to reimbursable expenses and indemnities of the Asset Representations Reviewer (and on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap allocated to another party to the extent that the expenses and indemnities reimbursable to such party exceed the related allocated amount at the end of such calendar year); provided, further that after the occurrence of any Event of Default, other than an Event of Default set forth in Section 5.1(a)(iii), such cap will not apply; (ii) second, (x) to the Servicer, all unpaid Servicing FeesFees and (y) on the first Payment Date following the assumption by a Successor Servicer of its duties as Successor Servicer, to such Successor Servicer, a one-time Successor Servicer engagement fee of $150,000; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A A-1a Notes and Class A-1b Notes, pro rata rata, based on the Accrued Note Balances Interest due on each such Class of the Class A Notes on the prior Payment Date (after giving effect to payments on that date)Notes; (iv) fourth, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), 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, during the Amortization Period, for allocation as principal under Section 8.2(d), the Third Priority Principal Payment; (ix) ninth, during the Amortization Period, for allocation as principal under Section 8.2(d), the Regular Priority Principal Payment; (x) tenth, solely if an Amortization Event has occurred and is continuing, to the Noteholders, payable sequentially by Class, remaining amounts due on the Notes, payable until the Note Balance of each Class of Notes is reduced to zero; (xi) eleventh, to any Successor Servicer, the Additional Successor Servicer Fee, if any; (xii) twelfth, to the Reserve Account, the amount required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C NotesAmount; (ixxiii) ninththirteenth, for allocation as principal under Section 8.2(d)during the Revolving Period, to the Acquisition Account, the Regular Principal PaymentAcquisition Deposit Amount for that Payment Date; (xiv) fourteenth, during the Revolving Period, if amounts are in the Acquisition Account, to the Negative Carry Account, the Negative Carry Deposit Amount; (xv) fifteenth, to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by Class, based on the amount due (with any such Make- Whole Payments applied to the Class A Notes allocated to each class of Class A Notes, pro rata based on the Make-Whole Payment due to each such Class); (xvi) sixteenth, (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if extent not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment DateDate and (y) to the extent that the Administrator has paid any fees of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer on the Closing Date pursuant to Section 2.2(e) of the Administration Agreement, to the Administrator for the reimbursement of such amounts; (xvii) seventeenth, to the payment of any expenses of the Issuer identified by the Administrator, on behalf of the Issuer; and (xixviii) eleventheighteenth, to the holder of Certificate Distribution Account for distribution sequentially to the Residual InterestClass B Certificateholders and the Class A Certificateholders, in that order, any remaining amounts. For the avoidance of doubt, all amounts due to the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer in excess of the amounts paid to such party pursuant to priorities (i) and (xvi) during any calendar year will become due and payable in each succeeding calendar year, subject to the applicable limitations set forth therein, until paid in full.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 250,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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 required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ix) ninth, for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will shall (based solely on the information contained in the most recent Servicer's Monthly Investor ReportReport delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) withdraw distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from the Collection Account Available Pledged Revenues, and make deposits second (but only as to amounts described in clauses (ii) and payments, to the extent of Available Funds (iii) below) from amounts deposited in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise statedpursuant to Section 7.05(d): (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the payment of amountsServicer, including indemnitiesthe Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, then due to the Indenture Trustee, extent the Owner Trustee and the Asset Representations Reviewer and, to or at the direction Servicer has not reimbursed itself in respect of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearsuch amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Servicer, all unpaid Servicing FeesNote Distribution Account an amount equal to the Note Interest Distributable Amount for such Payment Date (assuming for this purpose that the Class A-3 Notes bear interest at the Class A-3 Assumed Fixed Rate); (iii) third, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class A NotesNote Distribution Account, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on an amount equal to the Note Balances of the Class A Notes on the prior Principal Distributable Amount for such Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to the Reserve Account, the First Priority Principal Paymentamount, if any, necessary to increase the balance therein to the Required Reserve Amount; (v) fifth, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class B Notesparties entitled thereto in accordance with the Reserve Account Agreement, the Accrued Note Interest for the Class B Notesany amounts due and unpaid thereunder; (vi) sixth, for allocation as principal from the Amount Available then remaining on deposit in the Reserve Account, to payment of any shortfalls in the payment of interest on the Class A-3 Notes due to the failure of the Class A-3 Swap Counterparty to pay amounts payable to the Indenture Trustee under Section 8.2(d)the Class A-3 Swap Agreement, together with interest on such shortfalls at the Second Priority Principal Payment;Class A-3 Interest Rate; and (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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due any remaining Amount Available to the Indenture TrusteeTrustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Owner Indenture Trustee and the Asset Representations Reviewer and, shall forthwith pay such amount to or at upon the direction written order of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsDepositor.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will shall (based solely on the information contained in the most recent Servicer's Monthly Investor ReportReport delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) withdraw distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from the Collection Account Available Pledged Revenues, and make deposits second (but only as to amounts described in clauses (ii) and payments, to the extent of Available Funds (iii) below) from amounts deposited in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):pursuant to Section 7.02 and 7.05(d). (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the payment of amountsServicer, including indemnitiesthe Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, then due to the Indenture Trustee, extent the Owner Trustee and the Asset Representations Reviewer and, to or at the direction Servicer has not reimbursed itself in respect of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearsuch amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Servicer, all unpaid Servicing FeesNote Distribution Account an amount equal to the Note Interest Distributable Amount for such Payment Date (assuming for this purpose that the Class A-3a Notes bear interest at the Class A-3a Assumed Fixed Rate); (iii) third, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class A NotesNote Distribution Account, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on an amount equal to the Note Balances of the Class A Notes on the prior Principal Distributable Amount for such Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to the Cash Collateral Account, the First Priority Principal Paymentamount, if any, necessary to increase the balance therein to the Required Cash Collateral Amount; (v) fifth, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class B Notesparties entitled thereto in accordance with the Cash Collateral Account Agreement, the Accrued Note Interest for the Class B Notesany amounts due and unpaid thereunder; (vi) sixth, for allocation as principal from the Amount Available then remaining on deposit in the Collection Account, to payment of any shortfalls in the payment of interest on the Class A-3a Notes due to the failure of the Class A-3a Swap Counterparty to pay amounts payable to the Indenture Trustee under Section 8.2(d)the Class A-3a Swap Agreement, together with interest on such shortfalls at the Second Priority Principal Payment;Class A-3a Interest Rate; and (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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due any remaining Amount Available to the Indenture TrusteeTrustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Owner Indenture Trustee and the Asset Representations Reviewer and, shall forthwith pay such amount to or at upon the direction written order of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsDepositor.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date Date, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 $ per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will shall (based solely on the information contained in the most recent Servicer's Monthly Investor ReportReport delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) withdraw distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from the Collection Account Available Pledged Revenues, and make deposits second (but only as to amounts described in clauses (ii) and payments, to the extent of Available Funds (iii) below) from amounts deposited in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):pursuant to Section 7.02 and 7.05(d). (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the payment of amountsServicer, including indemnitiesthe Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, then due to the Indenture Trustee, extent the Owner Trustee and the Asset Representations Reviewer and, to or at the direction Servicer has not reimbursed itself in respect of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearsuch amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the ServicerNote Distribution Account an amount equal to the Note Interest Distributable Amount for such Payment Date (assuming for this purpose that the Class A-2a Notes bear interest at the Class A-2 Assumed Fixed Rate, all unpaid Servicing Feesthe Class A-2b Notes after the Class A-2a Maturity Date bear interest at the Class A-2 Assumed Fixed Rate and the Class A-3 Notes bear interest at the Class A-3 Assumed Fixed Rate); (iii) third, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class A NotesNote Distribution Account, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on an amount equal to the Note Balances of the Class A Notes on the prior Principal Distributable Amount for such Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to the Cash Collateral Account, the First Priority Principal Paymentamount, if any, necessary to increase the balance therein to the Required Cash Collateral Amount; (v) fifth, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class B Notesparties entitled thereto in accordance with the Cash Collateral Account Agreement, the Accrued Note Interest for the Class B Notes;any amounts due and unpaid thereunder; and (vi) sixth, for allocation from the Amount Available then remaining on deposit in the Collection Account, to payment of any shortfalls in the payment of interest on the Class A-2 Notes due to the failure of the Class A-2 Swap Counterparty to pay amounts payable to the Indenture Trustee under the Class A-2 Swap Agreement, together with interest on such shortfalls at the Class A-2a Interest Rate or the Class A-2b Interest Rate, as principal applicable, and to payment of any shortfalls in the payment of interest on the Class A-3 Notes due to the failure of the Class A-3 Swap Counterparty to pay amounts payable to the Indenture Trustee under Section 8.2(d)the Class A-3 Swap Agreement, together with interest on such shortfalls at the Second Priority Principal Payment;Class A-3 Interest Rate, pro rata; and (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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due any remaining Amount Available to the Indenture TrusteeTrustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Owner Indenture Trustee and the Asset Representations Reviewer and, shall forthwith pay such amount to or at upon the direction written order of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsDepositor.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date Date, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 $ per year; (ii) second, to the Servicer, all unpaid Servicing 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 on as of the prior Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 $ per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e), on On each Payment Date Date, the Indenture Trustee will shall (based solely on the information contained in the most recent Servicer's Monthly Investor ReportReport delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) withdraw distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from the Collection Account Available Pledged Revenues, and make deposits second (but only as to amounts described in clauses (ii) and payments, to the extent of Available Funds (iii) below) from amounts deposited in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):pursuant to Section 7.02 and 7.05(d). (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the payment of amountsServicer, including indemnitiesthe Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, then due to the Indenture Trustee, extent the Owner Trustee and the Asset Representations Reviewer and, to or at the direction Servicer has not reimbursed itself in respect of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearsuch amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Servicer, all unpaid Servicing FeesNote Distribution Account an amount equal to the Note Interest Distributable Amount for such Payment Date (assuming for this purpose that the Class A-4 Notes bear interest at the Class A-4 Assumed Fixed Rate); (iii) third, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class A NotesNote Distribution Account, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on an amount equal to the Note Balances of the Class A Notes on the prior Principal Distributable Amount for such Payment Date (after giving effect to payments on that date)Date; (iv) fourth, for allocation as principal under Section 8.2(d)from the Amount Available then remaining on deposit in the Collection Account, to the Cash Collateral Account, the First Priority Principal Paymentamount, if any, necessary to increase the balance therein to the Required Cash Collateral Amount; (v) fifth, from the Amount Available then remaining on deposit in the Collection Account, to the Noteholders of Class B Notesparties entitled thereto in accordance with the Cash Collateral Account Agreement, the Accrued Note Interest for the Class B Notesany amounts due and unpaid thereunder; (vi) sixth, for allocation as principal from the Amount Available then remaining on deposit in the Collection Account, to payment of any shortfalls in the payment of interest on the Class A-4 Notes due to the failure of the Class A-4 Swap Counterparty to pay amounts payable to the Indenture Trustee under Section 8.2(d)the Class A-4 Swap Agreement, together with interest on such shortfalls at the Second Priority Principal Payment;Class A-4 Interest Rate; and (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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due any remaining Amount Available to the Indenture TrusteeTrustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Owner Indenture Trustee and the Asset Representations Reviewer and, shall forthwith pay such amount to or at upon the direction written order of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsDepositor.

Distributions from Collection Account. Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 _______ per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d), 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, for allocation as principal under Section 8.2(d), 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 required to bring the amount in the Reserve Account up to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e)(a) On each Distribution Date, on each Payment Date or if such day is not a Business Day, then the Indenture Trustee will (based on next succeeding Business Day, the information in Servicer shall make the most recent Monthly Investor Report) withdraw following distributions from Collections received for the related Collection Period and amounts withdrawn from the Collection Reserve Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, accordance with Section 4.11(c) in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):priority: (i) firstFIRST, pro rata to the payment of each Hedge Counterparty, any amounts, including indemnitiesany Hedge Breakage Costs, then due to owing that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 per yearpayment thereof; (ii) secondSECOND, to the Servicer, all unpaid the Loan Servicing FeesFee (net of the Retained Pool Servicing Strip); (iii) thirdTHIRD, to the Noteholders of Class A NotesDeal Agent, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances behalf of the Class A Notes on Lender, to pay interest accrued during the prior Payment Date (after giving effect to payments on that date);related Interest Period; and (iv) fourthFOURTH, to the Deal Agent, in the amount of unpaid Increased Costs and/or Taxes (if any), for allocation as principal under Section 8.2(d), payment to the First Priority Principal PaymentLenders in respect thereof; (v) fifthFIFTH, to the Noteholders Deal Agent, on behalf of Class B Notesthe Lender, any amounts remaining after giving effect to the Accrued Note Interest for distributions to be made in subclauses (i) through (iv) of this Section 4.5(a), to the Class B Notes;reduction to zero of the Outstanding Principal Amount; and (vi) sixth, for allocation as principal under Section 8.2(d), the Second Priority Principal Payment; (vii) seventhSIXTH, to the Noteholders Borrower, any amounts remaining after giving effect to the distributions to be made in subclauses (i) through (v) of Class C Notesthis Section 4.5(a). (b) On the date of any prepayment made pursuant to Section 4.6, the Accrued Note Interest Servicer shall make a distribution to the Deal Agent for the Class C Notes;account of the Lender, from the Collection Account of an amount equal to the Outstanding Principal Amount plus accrued interest (to, but excluding, such day) on the amount of such prepayment. The Servicer shall also pay all Breakage Costs and Hedge Breakage Costs on such day. (viiic) eighthSo long as no Event of Default shall have occurred and be continuing, the Servicer may, on each Distribution Date, cause any and all Investment Earnings and any other amounts then held in the Collection Account after first giving effect to the distributions listed in Section 4.5(a) above, to the Reserve Account, the amount required to bring the amount in the Reserve Account up be distributed to the Specified Reserve Balance, unless the Payment Date is on or after the Final Scheduled Payment Date for the Class C Notes; (ix) ninth, for allocation as principal under Section 8.2(d), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amountsBorrower.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 $ per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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 required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ix) ninth, for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (x) tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xi) eleventh, to the holder of the Residual Interest, any remaining amounts.

Distributions from Collection Account. Subject to Section 8.2(e8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated): (i) first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer incurred under the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $375,000 _______ per year; (ii) second, to the Servicer, all unpaid Servicing 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 on the prior Payment Date (after giving effect to payments on that date); (iv) fourth, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(d8.2(c), 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, for allocation as principal under Section 8.2(c), the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes;] (x) [eighth]/[tenth], to the Reserve Account, the amount required to bring the amount in the Reserve Account up to the Specified Required Reserve Balance, unless Amount after taking into account each deposit made to the Reserve Account on that Payment Date is on or after under Section 5.1(a)(iv) of the Final Scheduled Payment Date for the Class C NotesExchange Note Supplement; (ixxi) ninth[ninth]/[eleventh], for allocation as principal under Section 8.2(d8.2(c), the Regular Principal Payment; (xxii) tenth[tenth]/[twelfth], to the payment of all amounts due to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer and, to or at the direction of the Issuer, any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(c)(i8.2(b)(i) on that Payment Date; and (xixiii) eleventh[eleventh]/[thirteenth], to the holder of the Residual Interest, any remaining amounts.