Common use of Distributions from Collection Account Clause in Contracts

Distributions from Collection Account. On each Payment Date, the Indenture Trustee shall (based solely on the information contained in the Servicer's Monthly Report delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to amounts described in clauses (ii) and (iii) below) from amounts deposited in the Collection Account pursuant to Section 7.05(d): (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the Servicer, the Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, to the extent the Servicer has not reimbursed itself in respect of such amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Note 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 Note Distribution Account, an amount equal to the Note Principal Distributable Amount for such Payment Date; (iv) fourth, from the Amount Available then remaining on deposit in the Collection Account, to the Reserve Account, the amount, 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 parties entitled thereto in accordance with the Reserve Account Agreement, any amounts due and unpaid thereunder; (vi) sixth, any remaining Amount Available to the Indenture Trustee 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 Indenture Trustee shall forthwith pay such amount to or upon the written order of the Depositor.

Distributions from Collection Account. (a) Distributions of principal, premium, if any, and interest on any Series of Notes shall be made to the Noteholders of each Series as set forth in this Section 3.02. (b) With respect to each Payment Date, the Indenture Trustee shall, based solely on the information contained in the Servicer Report delivered to it by the Servicer, pay the amounts in the order of priority set forth below from Available Funds for the related Collection Period; provided, however, that upon the failure of the Servicer to deliver a Servicer Report, the Indenture Trustee shall notify the Administrative Agent of such failure and shall distribute (to the extent it has received notice from the Administrative Agent (and the Administrative Agent hereby agrees to give such notice to the extent the Administrative Agent has received notice from each Person entitled to payment of the following amounts) of the Note Interest and Fees payable on such Payment Date) to the relevant Series Account and shall hold the balance until delivery of such Servicer Report. On the Business Day immediately preceding each Payment Date, the Indenture Trustee shall transfer the amounts to be distributed to a Series Account pursuant to clauses (6) and (7) below to the applicable Series Account. On each Payment Date, the Indenture Trustee shall distribute the amounts set forth below (based solely other than those previously distributed pursuant to the immediately preceding sentence) to the Person entitled thereto. (I) If an Event of Default shall not have occurred and then be continuing (or would not be caused as a result of the distribution of Available Funds under this Section 3.02(b)(I)) with respect to any Series of Notes and the Notes of any Series shall then be Outstanding, then on the information contained in the Servicer's Monthly Report delivered on the related Determination Date, upon which such Payment Date the Indenture Trustee may conclusively rely) distribute will make the following amounts and payments from the Available Funds to the following Persons in the order of priority specified below. Within each following order of priority: (1) To the extent not already paid by the Servicer (in consideration of the Servicing Fee) after demand therefor by the Person entitled to payment of the same, pari passu and pro rata, (A) to, pari passu and pro rata to the Indenture Trustee, (w) any the Indenture Trustee Fees then due and payable, (x) any unpaid Indenture Trustee Fees from all prior Payment Dates, (y) any indemnified amounts shall be deemed withdrawn first from Available Pledged Revenuesthen due and payable to the Indenture Trustee and (z) all other amounts then due and payable to the Indenture Trustee, and second (but only as to B) if the Servicer is no longer Interpool or an Affiliate thereof, any and all fees and expenses incurred by the Indenture Trustee (for its own account and on behalf of each beneficiary of the security interest granted in favor of the Indenture Trustee hereunder) in connection with the selection of, or transition to, a successor Servicer, in each case, for all Series of Notes then Outstanding, provided that amounts described in clauses payable under clause (ii1) of Section 3.02(b)(I) and Section 3.02(b)(II) of this Indenture shall not exceed an aggregate amount of $100,000 (iiior such higher amount as has been consented to in writing by the Global Requisite Majority) below) from amounts deposited in the Collection Account pursuant to Section 7.05(d): (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the Servicer, the Servicing Fee and the reimbursement annually for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, to the extent the Servicer has not reimbursed itself in respect of such amountsall Series; (ii2) second, from To the Amount Available then remaining on deposit in the Collection Account, to the Note 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 Note Distribution AccountAdministrative Agent, an amount equal to the sum of (i) the Administrative Agent Fee then due and payable and (ii) any accrued and unpaid Administrative Agent Fee from all prior Payment Dates; (3) To the Servicer, any Direct Operating Expenses not already reimbursed to the Servicer; (4) To the Servicer, an amount equal to the sum of (i) the Servicing Fee then due and payable and (ii) any Servicing Fee Arrearage, provided that if the Servicer is Interpool or an Affiliate thereof and a Servicer Default has occurred and is continuing or there is a Borrowing Base Deficiency, then the Servicing Fee and any Servicing Fee Arrearage due and payable under this clause (4) shall instead be paid pursuant to Section 3.02(b)(I)(12); (5) To, pari passu and pro rata, (i) each Currency Hedge Counterparty pari passu and, pro rata, the amount of regularly scheduled payments for any current or prior periods then due and payable, and any interest accrued thereon (excluding early termination amounts, taxes, indemnities and other similar amounts), pursuant to the terms of any Qualified Currency Hedge then in effect, and (ii) each Interest Rate Hedge Counterparty, pari passu and pro rata, any and all regularly scheduled payments for any current or prior Payment Dates (excluding early termination amounts, taxes, indemnities and other similar amounts) then due and payable and any interest accrued thereon, in each case pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (6) To the Series Account for each Series of Notes then Outstanding, pari passu and pro rata, an amount equal to all accrued but unpaid Note Principal Distributable Amount Interest and Fees in respect of each such Series of Notes; (7) Pari passu and pro rata to (I) to the Series Account for each Series of Notes then Outstanding, pari passu and pro rata an amount equal to all amounts of principal then due in respect of each Series of Notes; and (II) to each Interest Rate Hedge Counterparty, pari passu and pro rata, to the extent not already paid under this Section 3.02(b), the amount of any early termination or other unpaid amounts (including any interest accrued thereon, but excluding taxes, indemnities and similar amounts) then due and payable as a result of any payment that (after giving effect to such payment and all other payments of principal to be made on the Floating Rate Notes on such Payment Date) causes the aggregate principal outstanding under the Floating Rate Notes to be less than the aggregate outstanding notional amount for the current Calculation Period (as defined in the Interest Rate Hedge Agreement) under all Interest Rate Hedge Agreements. (8) Each Currency Hedge Counterparty, pari passu and pro rata, to the extent not already paid under this Section 3.02(b), the amount of any Currency Hedge Payments and any interest accrued thereon then due and payable; (iv9) fourthTo the Servicer, from an amount equal to any costs or fees incurred in connection with a Major Repair; (10) To the Amount Available then remaining on deposit in extent not already paid pursuant to this Section 3.02(b) or by the Collection AccountServicer after demand therefor by the Person entitled to payment of the same, to the Reserve AccountAdministrative Agent and the Indenture Trustee pari passu and pro rata, the amount, if any, necessary an amount equal to increase the balance therein any amounts then due and payable to the Required Reserve Amountsuch Person and not already paid hereunder; (v11) fifthTo each Currency Hedge Counterparty and Interest Rate Hedge Counterparty, from pari passu and pro rata, the Amount Available amount of any termination amounts, taxes, indemnities and other similar amounts or other unpaid payments and any interest accrued thereon then remaining on deposit in due and payable, and not already paid pursuant to this Section 3.02(b); (12) To the Collection AccountServicer, to the parties entitled thereto in accordance with extent not already paid under this Section 3.02(b), an amount equal to any remaining unpaid indemnified amounts (including indemnities owing to the Reserve Account AgreementServicer), any amounts due unpaid Servicer Fees, any unpaid Servicing Fee Arrearage, increased costs and taxes, together with all unpaid thereunder;Servicer Advances and all unpaid costs and expenses incurred by the Servicer in connection with any Required Modification to an item of Equipment allocated to a Certificate pledged under this Indenture and that has not been replaced pursuant to the Relevant Documents; and (vi13) sixthUnless a Cash Trap Event, Event of Default or Amortization Event shall have occurred and be continuing, to the Issuer, any remaining Amount Available Funds. (II) If an Event of Default or Amortization Event shall have occurred and then be continuing or would occur as a result of the distribution of Available Funds under Section 3.02(b)(I) or Section 3.02(b)(II) with respect to any Series and the Notes of any Series shall then be Outstanding, then, with respect to each Payment Date, the Indenture Trustee for distribution will make the following payments from the Available Funds to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit following Persons in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) following order of priority. On the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereofBusiness Day immediately preceding each Payment Date, the Indenture Trustee shall forthwith pay such amount transfer the amounts to or upon be distributed to a Series Account pursuant to clauses (6) and (7) below to the written order applicable Series Account. On each Payment Date, the Indenture Trustee shall distribute the amounts set forth below (other than those previously distributed pursuant to the immediately preceding sentence) to the Person entitled thereto. (1) To the extent not already paid by the Servicer (in consideration of the DepositorServicing Fee) after demand therefor by the Person entitled to payment of the same, pari passu and pro rata, (A) to, pari passu and pro rata to the Indenture Trustee, (w) any the Indenture Trustee Fees then due and payable, (x) any unpaid Indenture Trustee Fees from all prior Payment Dates, (y) any indemnified amounts then due and payable to the Indenture Trustee and (z) all other amounts then due and payable to the Indenture Trustee, (B) if the Servicer is no longer Interpool or an Affiliate thereof, any and all fees and expenses incurred by the Indenture Trustee (for its own account and on behalf of each beneficiary of the security interest granted in favor of the Indenture Trustee hereunder) in connection with the selection of, or transition to, a successor Servicer, in each case, for all Series of Notes then Outstanding, provided that amounts payable under clause (1) of Section 3.02(b)(I) and Section 3.02(b)(II) of this Indenture shall not exceed an aggregate amount of $100,000 (or such higher amount as has satisfied the Rating Agency Condition, if applicable, and has been consented to in writing by the Global Requisite Majority) annually for all Series; (2) To the Administrative Agent, an amount equal to the sum of (i) the Administrative Agent Fee then due and payable and (ii) any accrued and unpaid Administrative Agent Fee from all prior Payment Dates; (3) To the Servicer, any Direct Operating Expenses not already reimbursed to the Servicer; (4) To the Servicer, an amount equal to the sum of (i) the Servicing Fee then due and payable and (ii) any Servicing Fee Arrearage, provided that if the Servicer is Interpool or an Affiliate thereof and a Servicer Default has occurred and is continuing or there is an Borrowing Base Deficiency, then the Servicing Fee and any Servicing Fee Arrearage due and payable under this clause (4) shall instead be paid pursuant to Section 3.02(b)(II)(12); (5) To, pari passu and pro rata, (i) each Currency Hedge Counterparty, pari passu and pro rata, the amount of regularly scheduled payments for any current or prior periods then due and payable, and any interest accrued thereon (excluding early termination amounts, taxes, indemnities and other similar amounts), pursuant to the terms of any Qualified Currency Hedge then in effect, and (ii) each Interest Rate Hedge Counterparty, pari passu and pro rata, any and all regularly scheduled payments for any current or prior Payment Dates (excluding early termination amounts, taxes, indemnities and other similar amounts) then due and payable and any interest accrued thereon, in each case pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (6) To the Series Account for each Series of Notes then Outstanding, pari passu and pro rata, an amount equal to all accrued but unpaid Note Interest and Fees in respect of each such Series of Notes; (7) Pari passu and pro rata to (I) to the Series Account for each Series of Notes then Outstanding, pari passu and pro rata all remaining Available Funds until the unpaid principal balance of all Notes are paid in full; and (II) to each Interest Rate Hedge Counterparty, pari passu and pro rata, to the extent not already paid under this Section 3.02(b), the amount of any early termination or other unpaid amounts (including any interest accrued thereon, but excluding taxes, indemnities and similar amounts) then due and payable as a result of any payment that (after giving effect to such payment and all other payments of principal to be made on the Floating Rate Notes on such Payment Date) causes the aggregate principal outstanding under the Floating Rate Notes to be less than the aggregate outstanding notional amount for the current Calculation Period (as defined in the Interest Rate Hedge Agreement) under all Interest Rate Hedge Agreements. (8) Each Currency Hedge Counterparty, pari passu and pro rata, to the extent not already paid under this Section 3.02(b), the amount of any Currency Hedge Payments and any interest accrued thereon then due and payable; (9) To the extent not already paid pursuant to this Section 3.02(b) or by the Servicer after demand therefor by the Person entitled to payment of the same, to the Administrative Agent and the Indenture Trustee, pari passu and pro rata, an amount equal to any amounts then due and payable to such Person and not already paid hereunder; (10) To each Currency Hedge Counterparty and Interest Rate Hedge Counterparty, pari passu and pro rata, the amount of any termination amounts, taxes, indemnities and other similar amounts or other unpaid payments and any interest accrued thereon then due and payable, and not already paid pursuant to this Section 3.02(b); (11) To the Servicer, an amount equal to any costs or fees incurred in connection with a Major Repair; (12) To the Servicer, to the extent not already paid under this Section 3.02(b), an amount equal to any remaining unpaid indemnified amounts (including indemnities owing to the Servicer), any unpaid Servicer Fees, any unpaid Servicing Fee Arrearage, increased costs and taxes, together with all unpaid Servicer Advances and all unpaid costs and expenses incurred by the Servicer in connection with any Required Modification to an item of Equipment allocated to a Certificate pledged under this Indenture and that has not been replaced pursuant to the Relevant Documents; and (13) To the Issuer, any remaining Available Funds. (c) On each Payment Date during which an Event of Default or Amortization Event has occurred and is continuing, principal payments that are paid pro rata shall be based on the outstanding principal balance of each Series of Notes as of the time such Event of Default or Amortization Event occurred (after giving effect to any and all relevant grace and cure periods). (d) If any Series has more than one class of Notes then Outstanding, then the portion of Collections and other amounts allocable to such Series in accordance with Section 3.02(b) shall be calculated without regard to the payment priorities of the classes of Notes within such Series. Once such Collections have been allocated to each Series, then that portion of the Collections allocable to such Series shall be paid to each class of Noteholders of such Series in accordance with the priority of payments set forth in the related Supplement.

Distributions from Collection Account. On each Payment Date, the Indenture Trustee The Paying Agent shall hold (based solely on the information contained or cause to be held) in the Servicer's Monthly Report delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) distribute the following amounts Collection Account any and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to amounts described in clauses (ii) and (iii) below) from all amounts deposited therein from time to time in trust for the Noteholders and shall not withdraw any amount from the Collection Account, except for any amount which is not contemplated to be deposited into the Collection Account pursuant to the terms of this Agreement and the other Credit Documents and except in accordance with this Section 7.05(d):8. 1. The Paying Agent shall apply (ior cause to be applied) first, from the Available Pledged Revenues then monies on deposit in the Collection Account on each Payment Date (unless otherwise specifically stated below) (including for greater certainty any interest earned thereon and credited to the Collection Account) as follows (as set forth in the related Monthly Servicer Report): (a) first, to the Hedge Counterparty, if any, any Scheduled Hedge Payments owing to such Hedge Counterparty under the terms of the Hedge Agreement; (b) second, to the extent AmeriCredit has not already paid such amounts, pro rata, to the Lockbox Banks and the Paying Agent, the total of any fees and expenses owing to such parties and to the Trustee, an amount equal to the Trustee Fees then due and payable and any and all unpaid Trustee Fees and provided that such Trustee Fees shall not exceed (x) $100,000 in the aggregate in any calander year to the Trustee and (y) $200,000 in the aggregate in any calander year to the Lockbox Banks and the Paying Agent; (c) third, to the Servicer, the Basic Servicing Fee (less any amounts paid pursuant to Section 8.1(b) as a result of AmeriCredit's failure to pay thereunder) and the reimbursement for Servicer Advances any Supplemental Servicing Fees for the related Collection Period and Period, as well as any amounts specified in Section 2.05 hereofthe Servicing and Custodian Agreement; (d) fourth, to the extent Noteholders Account (or as the Servicer has not reimbursed itself Noteholders may otherwise direct in respect of such amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, writing to the Note Distribution Account Borrower), an amount equal to the Note Interest Distributable Amount for all interest on Advances which has accrued hereunder and which is due or remains unpaid on such Payment Date; (iiie) thirdfifth, from for any and all principal and other amounts that the Amount Available then remaining on deposit in the Collection AccountBorrower is required to or has agreed to make a payment pursuant to Section 2.4.2(a) or Section 2.5, as applicable, to the Note Distribution Noteholders Account (or as the Noteholders may otherwise direct in writing to the Borrower) to the extent not already paid by or on behalf of the Borrower, an amount equal to such repayment; (f) sixth, following the occurrence of an Event of Default, to the Noteholders, any amount due or to become due under the Credit Documents (including, without limitation, any amounts necessary to bring the aggregate principal balance of all outstanding Advances to zero and the reasonable fees and expenses of any receiver or receiver and manager appointed by the Noteholders pursuant to the Security Agreement); (g) seventh, to the Reserve Fund Account, an amount equal to the Note Principal Distributable positive difference between (i) the Required Reserve Fund Amount for such Payment Date; and (ivii) fourth, from the Amount Available then remaining amount on deposit in the Collection Reserve Fund Account; (h) eighth, to the Reserve Account, Noteholders Account (or as the amount, if any, necessary to increase the balance therein Noteholders may otherwise direct in writing to the Required Reserve AmountBorrower), any and all principal and other amounts (including all indemnities and expenses) then due from the Borrower or the Servicer to the Noteholders under any Credit Documents; (vi) fifthninth, from to the Derivative Supplement Account, an amount equal to the positive difference between (i) the Required Derivative Supplement Amount Available then remaining and (ii) the amount on deposit in the Collection Derivative Supplement Account; (j) tenth, to the parties entitled thereto in accordance with Trustee any Trustee Fees due and payable to the Reserve Account AgreementTrustee not paid pursuant to Section 8.1(b); and (k) eleventh, to the Borrower, any amounts due and unpaid thereunder; (vi) sixth, any balance remaining Amount Available to the Indenture Trustee 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 to the Borrower's Account or as the Borrower shall direct; provided that the Borrower shall not constitute Pledged Revenues due withdraw any amount from the Collection Account if the aggregate outstanding principal amount of all Advances on such Payment Date is greater than the Receivables Borrowing Base on such Payment Date; and provided further that after the occurrence of an Event of Default no amount shall be paid to clause (ii)(b) the Borrower from the Collection Account until such time as the Obligations are repaid in full and all amounts in the Collection Account shall be paid to the Noteholders on account of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Indenture Trustee shall forthwith pay such amount to or upon the written order of the DepositorObligations.

Distributions from Collection Account. (a) Collections in the Collection Account. On each Payment Settlement Date, the Indenture Trustee Seller Representative shall (based solely on the information contained apply Collections held in the Servicer's Monthly Report delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) distribute Collection Account in accordance with the following amounts and in procedure: (i) if the order Payment Amount is negative, the Seller Representative or the applicable Seller will pay the absolute value thereof, together with the amount of priority specified below. Within each order of prioritythe Administration Fee, amounts shall be deemed withdrawn first to the Purchaser from Available Pledged Revenues, and second (but only as to amounts described in clauses (ii) and (iii) below) from amounts Collections deposited in the Collection Account; if there are insufficient Collections in the Collection Account pursuant to Section 7.05(d):pay the full amount due and owing to the Purchaser, then after applying such Collections to the payment of the Payment Amount (and, to the extent of available funds, the Administration Fee) any remaining shortfall shall be paid directly by the Seller Representative or the applicable Seller from its general funds by deposit into the Purchaser’s Account. Upon payment in full of the Payment Amount and the Administration Fee, the Seller Representative or the applicable Seller shall be permitted to withdraw any and all Collections remaining in the Collection Account on such Settlement Date (other than any Collections that are transferred from an Existing Collection Account to the Collection Account on such Settlement Date) for its own account; and (iii) firstif the Payment Amount is positive, then the amount thereof will be payable by the Purchaser to the Seller Representative (for further distribution to the applicable Seller); furthermore, if the Payment Amount is positive the Seller Representative shall be permitted to withdraw any and all Collections in the Collection Account on such Settlement Date (other than any Collections that are transferred from an Existing Collection Account to the Available Pledged Revenues then Collection Account on deposit such Settlement Date) for its own account. (b) On each Termination Settlement Date, the Seller Representative shall apply Collections held in the Collection Account in accordance with the following procedure: the Seller Representative will pay the Termination Payment Amount and the Administration Fee to the Purchaser from Collections in the Collection Account, . If there are insufficient Collections in the Collection Account to pay the full amount due and owing to the ServicerPurchaser, then after applying such Collections to the Servicing Fee and payment of the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereofTermination Payment Amount (and, to the extent the Servicer has not reimbursed itself in respect of such amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Note 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 Note Distribution Account, an amount equal to the Note Principal Distributable Amount for such Payment Date; (iv) fourth, from the Amount Available then remaining on deposit in the Collection Account, to the Reserve Accountavailable funds, the amount, 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 parties entitled thereto in accordance with the Reserve Account Agreement, any amounts due and unpaid thereunder; (vi) sixthAdministration Fee), any remaining shortfall shall be paid directly by the Seller Representative or the applicable Seller from its general funds by deposit into the Purchaser’s Account. Upon payment in full of the Termination Payment Amount Available and the Administration Fee, the Seller Representative or the applicable Seller shall be permitted to the Indenture Trustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of withdraw any Determination Date, there are amounts on deposit and all Collections remaining in the Collection Account which do not constitute Pledged Revenues due on such Termination Settlement Date (other than any Collections that are transferred from an Existing Collection Account to clause (ii)(b) of the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereof, the Indenture Trustee shall forthwith pay Collection Account on such amount to or upon the written order of the DepositorTermination Settlement Date).

Distributions from Collection Account. On each Payment Date, the Indenture Trustee The Borrower shall hold (based solely on the information contained or cause to be held) in the Servicer's Monthly Report delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) distribute the following amounts Collection Account any and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to amounts described in clauses (ii) and (iii) below) from all amounts deposited therein from time to time in trust for the Lender and shall not withdraw any amount from the Collection Account, other than (i) any amount which is not contemplated to be deposited into the Collection Account pursuant to the terms of this Agreement and the other Credit Documents and (ii) in accordance with this Section 7.05(d): 8.1. The Borrower and the Lender hereby agree that, pursuant to the Administration Agreement, the Administrator shall apply (ior cause to be applied) first, from the Available Pledged Revenues then monies on deposit in the Collection Account as of the last day of the immediately preceding Monthly Period (including, for greater certainty, any interest earned thereon and credited to the Collection Account) on each Payment Date (unless otherwise specifically stated below) as follows and as may be more particularly set forth in the related Monthly Servicer Report: (a) first, to each Hedge Counterparty any payments, if any, due under any Hedge Agreement; (b) second, to the Servicer, the Custodian and the Administrator, PRO RATA, the Servicing and Custodian Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereofAdministrator Fee, respectively; (c) third, to the extent Lender Account (or as the Servicer has not reimbursed itself Lender may otherwise direct in respect of such amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, writing to the Note Distribution Account Borrower and the Administrator), PRO RATA among all Tranches, an amount equal to all interest on each related Advance which has accrued hereunder for the Note related Interest Distributable Amount for Period and which is due or remains unpaid on such Payment Date; (iiid) third, from the Amount Available then remaining on deposit in the Collection Accountfourth, to the Note Distribution Account, an amount equal Lender Account (or as the Lender may otherwise direct in writing to the Note Principal Distributable Amount for such Payment DateBorrower and the Administrator), PRO RATA among all Tranches, any and all principal and other amounts that the Borrower is required to or has agreed to make a payment pursuant to Section 2.4 or Section 2.5, as applicable, to the extent not already paid by or on behalf of the Borrower; (ive) fourth, from the Amount Available then remaining on deposit in the Collection Accountfifth, to the Reserve AccountServicer, the amountCustodian and the Administrator, if anyPRO RATA, necessary to increase any and all amounts due and payable under the balance therein Servicing and Custodian Agreement or the Administration Agreement (respectively), to the Required Reserve extent not already paid hereunder or by or on behalf of the Borrower; (f) sixth, to the Borrower (or as the Borrower may otherwise direct in writing to the Administrator) (for the account of the Borrower, as purchaser of the Related Tranche Collateral from the Seller), PRO RATA among all Tranches for which the Lender has received all amounts payable pursuant to Section 2.4, any related Prime Discount Amount; (vg) fifthseventh, from to the Amount Available then remaining Borrower's Account (or as the Borrower may otherwise direct in writing to the Administrator) any interest on deposit Eligible Investments in the Collection Sweep Investment Account; and (h) eighth, provided that an Event of Default shall not have occurred and then be continuing, to the parties entitled thereto in accordance with Borrower or its assignee and the Reserve Account AgreementLender, any amounts due and unpaid thereunder; (vi) sixthPRO RATA, any remaining Amount Available to the Indenture Trustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as 85% of any Determination Date, there are amounts on deposit balance remaining in the Collection Account which do not constitute Pledged Revenues due to clause the Borrower's Account (ii)(bor as the Borrower may otherwise direct in writing to the Administrator) and 15% of any balance remaining in the Collection Account to the Lender's Account (or as the Lender may otherwise direct in writing to the Borrower and the Administrator) for application as prepayment of principal of the definition thereof Note; PROVIDED that after the occurrence of an Event of Default or a Commitment Termination Date no amount shall be paid to the Borrower from the Collection Account until such time as the Obligations are repaid in full and until such payment in full, all amounts in the Collection Account shall be paid to which the Depositor is entitled pursuant Lender on account of the Obligations; PROVIDED FURTHER that if the Lender, after a request from the Borrower in accordance with Section 2.1, does not offer to Section 2.04 hereofextend the Commitment Expiration Date for a reason other than the occurrence of any other Commitment Termination Date, then, after the Commitment Expiration Date, the Indenture Trustee Lender shall forthwith pay such amount not be entitled to or upon 15% of any balance remaining in the written order Collection Account after the payment of all outstanding principal of the DepositorNote.

Distributions from Collection Account. (a) Unless an Event of Default shall have occurred, all Balloon Payments and Principal Prepayments (other than any portion thereof consisting of interest) deposited into the Collection Account shall be applied by Buyer on the date of such deposit or, if such deposit is made after 3:00 p.m. (New York time), on the following Business Day, to reduce the Purchase Price of the related Purchased Asset by an amount equal to the lesser of (i) the amount of such payment and (ii) the Purchase Price of the related Purchased Asset. The balance of such Balloon Payments and Principal Prepayments in excess of the Repurchase Price of the related Purchased Asset shall be paid to Seller on such date. (b) Funds deposited in the Collection Account during any Pricing Rate Period (except as provided in Section 5.03(a) above) shall be held therein until the next Payment Date. On each Payment Date, the Indenture Trustee shall (based solely any amounts on the information contained in the Servicer's Monthly Report delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to amounts described in clauses (ii) and (iii) below) from amounts deposited deposit in the Collection Account pursuant to Section 7.05(d):shall be applied as follows: (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the Servicerpayment of all fees, expenses, and other obligations then due to Buyer pursuant to this Agreement, other than the Servicing Fee Price Differential and Repurchase Price on the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, to the extent the Servicer has not reimbursed itself in respect of such amountsPurchased Assets; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Note Distribution Account an amount equal to payment of accrued and unpaid Price Differential on the Note Interest Distributable Amount for such Payment DatePurchased Assets; (iii) third, from without limiting the Amount Available then remaining on deposit rights of Buyer under Article IV of this Agreement, to Buyer, in the Collection Account, to the Note Distribution Account, an amount equal to the Note Principal Distributable Amount for such Payment Dateof any unpaid Margin Deficit; (iv) fourth, from to pay the Amount Available Repurchase Price for Purchased Assets then remaining on deposit subject to a request to repurchase in accordance with the Collection Account, to the Reserve Account, the amount, if any, necessary to increase the balance therein to the Required Reserve Amountterms of Section 3.04; (v) fifth, from to the Amount Available then remaining on deposit in the Collection Accountextent that such amounts have not previously been paid, to pay to Servicer the parties Servicing Fees and any other amounts that Servicer is entitled thereto in accordance with to receive pursuant to the Reserve Account Agreement, any Servicing Agreement and to pay the fees and other amounts due and unpaid thereunder;payable to the Custodian under the Custodial Agreement; and (vi) sixth, any remaining Amount Available to Seller, for such purposes as Seller shall determine in its sole discretion. (c) Notwithstanding the Indenture Trustee for distribution to the Equity Certificateholder. In the event the Servicer's Monthly Report shows thatpreceding provisions, as if an Event of any Determination DateDefault shall have occurred hereunder, there are amounts on deposit all funds in the Collection Account which do not constitute Pledged Revenues due and the Margin Account shall be withdrawn and applied: (i) first, in the same order of priority as Sections (b)(i), (ii), and (iii) above; (ii) second, to clause (ii)(b) reduction of the definition thereof Total Repurchase Price; (iii) third, to payment of all costs and fees and any other Obligations payable to which Buyer pursuant to this Agreement; and (iv) fourth, any remainder shall be paid to Seller, for such purposes as Seller shall determine in its sole discretion. (d) Buyer shall offset against the Depositor is entitled accrued and outstanding Price Differential all Price Differential payments actually received by Buyer pursuant to Section 2.04 hereof3.06, excluding any amounts paid pursuant to any Price Differential payments made at the Indenture Trustee shall forthwith pay such amount to or upon the written order of the DepositorPost Default Rate and any Late Payment Fees.

Distributions from Collection Account. On each Payment Date, the Indenture Trustee shall (based solely on the information contained in the Servicer's ’s Monthly Report delivered on the related Determination Date, upon which the Indenture Trustee may conclusively rely) distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to amounts described in clauses (ii) and (iii) below) from amounts deposited in the Collection Account pursuant to Section 7.05(d): (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the Servicer, the Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, to the extent the Servicer has not reimbursed itself in respect of such amounts; (ii) second, from the Amount Available then remaining on deposit in the Collection Account, to the Note 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 Note Distribution Account, an amount equal to the Note Principal Distributable Amount for such Payment Date; (iv) fourth, from the Amount Available then remaining on deposit in the Collection Account, to the Reserve Account, the amount, 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 parties entitled thereto in accordance with the Reserve Account Agreement, any amounts due and unpaid thereunder; (vi) sixth, from the Amount Available then remaining on deposit in the Collection Account, to pay any unpaid fees, expenses and indemnities owing to the Owner Trustee and the Indenture Trustee; and (vii) seventh, any remaining Amount Available to the Indenture Trustee for distribution to the Equity Certificateholder. In the event the Servicer's ’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 Indenture Trustee shall forthwith pay such amount to or upon the written order of the Depositor.

Distributions from Collection Account. (a) Distributions of principal, premium, if any, and interest on any Series of Notes shall be made to the Noteholders of each Series as set forth in this Section 3.02. (b) With respect to each Payment Date, the Indenture Trustee shall, based solely on the information contained in the Servicer Report delivered to it by the Servicer, pay the amounts in the order of priority set forth below from Available Funds for the related Collection Period; provided, however, that upon the failure of the Servicer to deliver a Servicer Report, the Indenture Trustee shall notify the Administrative Agent of such failure and shall distribute (to the extent it has received notice from the Administrative Agent (and the Administrative Agent hereby agrees to give such notice to the extent the Administrative Agent has received notice from each Person entitled to payment of the following amounts) of the Note Interest and Fees payable on such Payment Date) to the relevant Series Account and shall hold the balance until delivery of such Servicer Report. On the Business Day immediately preceding each Payment Date, the Indenture Trustee shall transfer the amounts to be distributed to a Series Account pursuant to clauses (6) and (7) below to the applicable Series Account. On each Payment Date, the Indenture Trustee shall distribute the amounts set forth below (based solely other than those previously distributed pursuant to the immediately preceding sentence) to the Person entitled thereto. (I) If an Event of Default shall not have occurred and then be continuing (or would not be caused as a result of the distribution of Available Funds under this Section 3.02(b)(I)) with respect to any Series of Notes and the Notes of any Series shall then be Outstanding, then on the information contained in the Servicer's Monthly Report delivered on the related Determination Date, upon which such Payment Date the Indenture Trustee may conclusively rely) distribute will make the following amounts and payments from the Available Funds to the following Persons in the order of priority specified below. Within each following order of priority: (1) To the extent not already paid by the Servicer (in consideration of the Servicing Fee) after demand therefor by the Person entitled to payment of the same, pari passu and pro rata, (A) to, pari passu and pro rata to the Indenture Trustee, (w) any the Indenture Trustee Fees then due and payable, (x) any unpaid Indenture Trustee Fees from all prior Payment Dates, (y) any indemnified amounts shall be deemed withdrawn first from Available Pledged Revenuesthen due and payable to the Indenture Trustee and (z) all other amounts then due and payable to the Indenture Trustee, and second (but only as to B) if the Servicer is no longer Interpool or an Affiliate thereof, any and all fees and expenses incurred by the Indenture Trustee (for its own account and on behalf of each beneficiary of the security interest granted in favor of the Indenture Trustee hereunder) in connection with the selection of, or transition to, a successor Servicer, in each case, for all Series of Notes then Outstanding, provided that amounts described in clauses payable under clause (ii1) of Section 3.02(b)(I) and Section 3.02(b)(II) of this Indenture shall not exceed an aggregate amount of $100,000 (iiior such higher amount as has been consented to in writing by the Global Requisite Majority) below) from amounts deposited in the Collection Account pursuant to Section 7.05(d):annually for all Series; (i2) first[Reserved]; (3) To the Servicer, from the Available Pledged Revenues then on deposit in the Collection Account, any Direct Operating Expenses not already reimbursed to the Servicer, the Servicing Fee and the reimbursement for Servicer Advances for the related Collection Period and any amounts specified in Section 2.05 hereof, ; (4) To (except to the extent otherwise withheld by the Servicer has not reimbursed itself in respect accordance with the terms of such amounts; (iithe Servicing Agreement) second, from the Amount Available then remaining on deposit in the Collection Account, to the Note 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 Note Distribution AccountServicer, an amount equal to the sum of (i) the Servicing Fee then due and payable and (ii) any Servicing Fee Arrearage; (5) To, pari passu and pro rata, (i) each Currency Hedge Counterparty pari passu and, pro rata, the amount of regularly scheduled payments for any current or prior periods then due and payable, and any interest accrued thereon (excluding early termination amounts, taxes, indemnities and other similar amounts), pursuant to the terms of any Qualified Currency Hedge then in effect, and (ii) each Interest Rate Hedge Counterparty, pari passu and pro rata, any and all regularly scheduled payments for any current or prior Payment Dates (excluding early termination amounts, taxes, indemnities and other similar amounts) then due and payable and any interest accrued thereon, in each case pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (6) To the Series Account for each Series of Notes then Outstanding, pari passu and pro rata, an amount equal to all accrued but unpaid Note Principal Distributable Amount Interest and Fees in respect of each such Series of Notes; (7) Pari passu and pro rata to (I) to the Series Account for each Series of Notes then Outstanding, pari passu and pro rata an amount equal to all amounts of principal then due in respect of each Series of Notes; and (II) to each Interest Rate Hedge Counterparty, pari passu and pro rata, to the extent not already paid under this Section 3.02(b), the amount of any early termination or other unpaid amounts (including any interest accrued thereon, but excluding taxes, indemnities and similar amounts) then due and payable as a result of any payment that (after giving effect to such payment and all other payments of principal to be made on the Floating Rate Notes on such Payment Date) causes the aggregate principal outstanding under the Floating Rate Notes to be less than the aggregate outstanding notional amount for the current Calculation Period (as defined in the Interest Rate Hedge Agreement) under all Interest Rate Hedge Agreements; (iv) fourth8) Each Currency Hedge Counterparty, from the Amount Available then remaining on deposit in the Collection Accountpari passu and pro rata, to the Reserve Accountextent not already paid under this Section 3.02(b), the amount, if any, necessary to increase the balance therein to the Required Reserve Amountamount of any Currency Hedge Payments and any interest accrued thereon then due and payable; (v9) fifthTo the Servicer, from an amount equal to any costs or fees incurred in connection with a Major Repair; (10) To the Amount Available then remaining on deposit in extent not already paid pursuant to this Section 3.02(b) or by the Collection AccountServicer after demand therefor by the Person entitled to payment of the same, to the parties entitled thereto in accordance with Administrative Agent and the Reserve Account AgreementIndenture Trustee pari passu and pro rata, an amount equal to any amounts then due and unpaid thereunderpayable to such Person and not already paid hereunder; (vi11) sixthTo each Currency Hedge Counterparty and Interest Rate Hedge Counterparty, pari passu and pro rata, the amount of any termination amounts, taxes, indemnities and other similar amounts or other unpaid payments and any interest accrued thereon then due and payable, and not already paid pursuant to this Section 3.02(b); (12) To the Servicer, to the extent not already paid under this Section 3.02(b), an amount equal to any remaining unpaid indemnified amounts (including indemnities owing to the Servicer), any unpaid Servicer Fees, any unpaid Servicing Fee Arrearage, increased costs and taxes, together with all unpaid Servicer Advances and all unpaid costs and expenses incurred by the Servicer in connection with any Required Modification to an item of Equipment allocated to a Certificate pledged under this Indenture and that has not been replaced pursuant to the Relevant Documents; and (13) Unless a Cash Trap Event, Event of Default or Amortization Event shall have occurred and be continuing, to the Issuer, any remaining Amount Available Funds. (II) If an Event of Default or Amortization Event shall have occurred and then be continuing or would occur as a result of the distribution of Available Funds under Section 3.02(b)(I) or Section 3.02(b)(II) with respect to any Series and the Notes of any Series shall then be Outstanding, then, with respect to each Payment Date, the Indenture Trustee for distribution will make the following payments from the Available Funds to the Equity Certificateholder. In the event the Servicer's Monthly Report shows that, as of any Determination Date, there are amounts on deposit following Persons in the Collection Account which do not constitute Pledged Revenues due to clause (ii)(b) following order of priority. On the definition thereof and to which the Depositor is entitled pursuant to Section 2.04 hereofBusiness Day immediately preceding each Payment Date, the Indenture Trustee shall forthwith pay such amount transfer the amounts to or upon be distributed to a Series Account pursuant to clauses (6) and (7) below to the written order applicable Series Account. On each Payment Date, the Indenture Trustee shall distribute the amounts set forth below (other than those previously distributed pursuant to the immediately preceding sentence) to the Person entitled thereto. (1) To the extent not already paid by the Servicer (in consideration of the DepositorServicing Fee) after demand therefor by the Person entitled to payment of the same, pari passu and pro rata, (A) to, pari passu and pro rata to the Indenture Trustee, (w) any the Indenture Trustee Fees then due and payable, (x) any unpaid Indenture Trustee Fees from all prior Payment Dates, (y) any indemnified amounts then due and payable to the Indenture Trustee and (z) all other amounts then due and payable to the Indenture Trustee, (B) if the Servicer is no longer Interpool or an Affiliate thereof, any and all fees and expenses incurred by the Indenture Trustee (for its own account and on behalf of each beneficiary of the security interest granted in favor of the Indenture Trustee hereunder) in connection with the selection of, or transition to, a successor Servicer, in each case, for all Series of Notes then Outstanding, provided that amounts payable under clause (1) of Section 3.02(b)(I) and Section 3.02(b)(II) of this Indenture shall not exceed an aggregate amount of $100,000 (or such higher amount as has been consented to in writing by the Global Requisite Majority) annually for all Series; (2) [Reserved.] (3) To the Servicer, any Direct Operating Expenses not already reimbursed to the Servicer; (4) To (except to the extent otherwise withheld by the Servicer in accordance with the terms of the Servicing Agreement) the Servicer, an amount equal to the sum of (i) the Servicing Fee then due and payable and (ii) any Servicing Fee Arrearage; (5) To, pari passu and pro rata, (i) each Currency Hedge Counterparty, pari passu and pro rata, the amount of regularly scheduled payments for any current or prior periods then due and payable, and any interest accrued thereon (excluding early termination amounts, taxes, indemnities and other similar amounts), pursuant to the terms of any Qualified Currency Hedge then in effect, and (ii) each Interest Rate Hedge Counterparty, pari passu and pro rata, any and all regularly scheduled payments for any current or prior Payment Dates (excluding early termination amounts, taxes, indemnities and other similar amounts) then due and payable and any interest accrued thereon, in each case pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (6) To the Series Account for each Series of Notes then Outstanding, pari passu and pro rata, an amount equal to all accrued but unpaid Note Interest and Fees in respect of each such Series of Notes; (7) Pari passu and pro rata to (I) to the Series Account for each Series of Notes then Outstanding, pari passu and pro rata all remaining Available Funds until the unpaid principal balance of all Notes are paid in full; and (II) to each Interest Rate Hedge Counterparty, pari passu and pro rata, to the extent not already paid under this Section 3.02(b), the amount of any early termination or other unpaid amounts (including any interest accrued thereon, but excluding taxes, indemnities and similar amounts) then due and payable as a result of any payment that (after giving effect to such payment and all other payments of principal to be made on the Floating Rate Notes on such Payment Date) causes the aggregate principal outstanding under the Floating Rate Notes to be less than the aggregate outstanding notional amount for the current Calculation Period (as defined in the Interest Rate Hedge Agreement) under all Interest Rate Hedge Agreements; (8) Each Currency Hedge Counterparty, pari passu and pro rata, to the extent not already paid under this Section 3.02(b), the amount of any Currency Hedge Payments and any interest accrued thereon then due and payable; (9) To the extent not already paid pursuant to this Section 3.02(b) or by the Servicer after demand therefor by the Person entitled to payment of the same, to the Administrative Agent and the Indenture Trustee, pari passu and pro rata, an amount equal to any amounts then due and payable to such Person and not already paid hereunder; (10) To each Currency Hedge Counterparty and Interest Rate Hedge Counterparty, pari passu and pro rata, the amount of any termination amounts, taxes, indemnities and other similar amounts or other unpaid payments and any interest accrued thereon then due and payable, and not already paid pursuant to this Section 3.02(b); (11) To the Servicer, an amount equal to any costs or fees incurred in connection with a Major Repair; (12) To the Servicer, to the extent not already paid under this Section 3.02(b), an amount equal to any remaining unpaid indemnified amounts (including indemnities owing to the Servicer), any unpaid Servicer Fees, any unpaid Servicing Fee Arrearage, increased costs and taxes, together with all unpaid Servicer Advances and all unpaid costs and expenses incurred by the Servicer in connection with any Required Modification to an item of Equipment allocated to a Certificate pledged under this Indenture and that has not been replaced pursuant to the Relevant Documents; and (13) To the Issuer, any remaining Available Funds. (c) On each Payment Date during which an Event of Default or Amortization Event has occurred and is continuing, principal payments that are paid pro rata shall be based on the outstanding principal balance of each Series of Notes as of the time such Event of Default or Amortization Event occurred (after giving effect to any and all relevant grace and cure periods). (d) If any Series has more than one class of Notes then Outstanding, then the portion of Collections and other amounts allocable to such Series in accordance with Section 3.02(b) shall be calculated without regard to the payment priorities of the classes of Notes within such Series. Once such Collections have been allocated to each Series, then that portion of the Collections allocable to such Series shall be paid to each class of Noteholders of such Series in accordance with the priority of payments set forth in the related Supplement.