Common use of DISTRIBUTIONS: PRIORITY OF PAYMENTS Clause in Contracts

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDED, HOWEVER, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall. This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(B) of Section 3.6(a) or priority (v) of Section 3.6(b)(II) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Shortfall or Collection Account Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or Section 3.6 of the respective Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing the Collateral Agent shall make the following distributions in the following order of priority: FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account Shortfall; SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or a Warehousing Shortfall; THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Shortfall, from the aggregate of all amounts on deposit in each Spread Account in excess of the related Spread Account Maximum Amount, an amount up to the amount of such Collection Account Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, to the Seller.

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 3.11 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDED, HOWEVER, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall). This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II3.6(b) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(Bv) of Section 3.6(a) or priority (v) of Section 3.6(b)(II3.6(b) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 3.11 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Collection Account Shortfall or Collection Account Warehousing Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or the amount deposited into the Spread Account for the Warehousing Series pursuant to Section 3.6 or Section 3.10 of the respective Warehousing Series Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing owing, the Collateral Agent shall make the following distributions in the following order of priority: . References herein to a Spread Account shall include references to the related Tag Account and such amounts shall be treated fungibly, except that amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into a Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account Shortfall; SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata PRO RATA in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or a Warehousing ShortfallShortfalls; THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account (excluding the Warehousing Series) in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Warehousing Shortfall, from the aggregate of all amounts on deposit in each the Warehousing Series Spread Account and from the aggregate of all amounts in unrelated Spread Accounts in excess of the related Spread Account Maximum AmountAmount (except that such limitation shall not exist with respect to a Spread Account Maximum Amount which is unlimited), an amount up to the amount of such Collection Account Warehousing Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, to the Seller.

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim DateDate with respect to any Series, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall Deficiency Claim Amount with respect to any Series) received pursuant to (x) Section 3.9 4.11 of the Standard Terms and Conditions, Section 5.03 of applicable Securitization Agreement (or other section referenced in the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 of the Servicing Agreement, as applicablerelated Series Supplement), with respect to each Seriessuch Series from the Servicer thereunder; PROVIDEDprovided, HOWEVERhowever, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Requisite Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; Deficiency Claim Amount. SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall Deficiency Claim Amount, and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts Account with respect to which there exist Collection Account Shortfallsexists a Deficiency Claim Amount, a Collection Account Shortfall Deficiency Claim Amount will continue to exist with respect to one or more Series; . THIRD, (i) if a Collection Account Shortfall Deficiency Claim Amount will continue to exist with respect to one or more Series (excluding other than the Warehousing Series) Series 1998 following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including other than the Warehousing Series 1998-1 Spread Account) Account in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing ShortfallDeficiency Claim Amount(s). This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iiithe distribution priority scheme set forth in Section 3.03(b) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(B) of Section 3.6(a) or priority (v) of Section 3.6(b)(II) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; below. On such Deficiency Claim DateDate related to a Series, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall Deficiency Notice stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Shortfall or Collection Account Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may beDeficiency Claim Amount. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts of the amounts required to be deposited therein pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling Securitization Agreements and Servicing Agreements or Section 4.6 of if the respective Sale and Servicing Agreements, or Section 3.6 of the respective Servicing Agreement, as applicable, and upon receipt of Trustee has received a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and priority SIXTH below to the extent the amounts amount referred to therein are is due and owing owing, the Collateral Agent shall make the following distributions in the following order of priority: FIRST, if with respect to any Series there exists a Collection Account Shortfall Deficiency Claim Amount, from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account Shortfall; Deficiency Claim Amount. SECOND, if with respect to any Series (excluding other than the Warehousing Series) Series 1998 there exists continues to exist a Collection Account Shortfall Deficiency Claim Amount after deposit into the Collection Account of amounts distributed pursuant to priority FIRSTFIRST of this Section 3.03(b), or from amounts, if any, on deposit in each unrelated Spread Account other than the Series 1998-1 Spread Account, pro rata, in excess of the related Requisite Amount, an amount in the aggregate up to the aggregate of the Deficiency Claim Amounts for all Series other than the Series 1998-1, for deposit in the respective Collection Accounts pro rata in accordance with the respective Deficiency Claim Amounts. THIRD, if with respect to any Series other than the Warehousing Series 1998 there exists continues to exist a Warehousing Shortfall Deficiency Claim Amount after deposit into the Collection Account of amounts distributed pursuant to priority FIRST and SECOND of this Section 3.03(b), from each unrelated Spread Account (including other than the Warehousing Series 1998-1 Spread Account), Account pro rata in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account)therein, an amount up to the aggregate of the Collection Account Shortfalls remaining Deficiency Claim Amounts for all Series (excluding other than the Warehousing Series) and any Warehousing ShortfallSeries 1998, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts pro rata in accordance with respect to which there exist Collection Account Shortfalls or a Warehousing Shortfall; THIRDthe respective Deficiency Claim Amounts. FOURTH, if with respect to one or more Series (excluding other than the Warehousing Series) Series 1998 there exists a Spread Account Shortfall, from amounts, if any, (1) on deposit in each Spread Account other than the Series 1998-1 Spread Account in excess of the related Requisite Amount or (2) on deposit in any Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST other than the Series 1998-1 Spread Account with respect to which the Final Termination Date shall have occurred on such Distribution Date or SECOND of this Section 3.03(b))a prior Distribution Date, an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series other than the Series 1998 for deposit into each Spread Account PRO RATA other than the Series 1998-1 Spread Account pro rata in accordance with their the respective Spread Account Shortfalls; FOURTH. FIFTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND THIRD of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH FIFTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, (1) on deposit in each Spread Account other than the Series 1998-1 Spread Account in excess of the related Requisite Amount; or (2) on deposit in any Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND other than the Series 1998-1 Spread Account with respect to which the Final Termination Date shall have occurred on such Distribution Date or THIRD of this Section 3.03(b))a prior Distribution Date, an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account other than the Series 1998-1 Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA pro rata in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTHrespective Unreimbursed Amounts. SIXTH, if any amounts are owed to the Trustee, the Collateral Agent or Backup Servicer for reasonable out-of-pocket expenses in connection with the administration of the Trust, including the expenses incurred in the transition to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are have not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreementbeen paid, as applicable, then from amounts (if any) on deposit in the related Spread Account, an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or be paid to the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, the Collateral Agent and the Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Person; . SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Shortfall, from the aggregate of all amounts on deposit in each Spread Account in excess of the related Spread Account Maximum Amount, an amount up to the amount of such Collection Account Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, Requisite Amount and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurredoccurred after distribution pursuant to priorities FIRST through SIXTH will be released to the related Reversionary Holders as provided in the related Securitization Agreement (or, if the related Securitization Agreement does not so provide, to the SellerTransferor), in each case, free and clear of the Lien established hereunder.

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 3.11 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDEDprovided, HOWEVERhowever, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall). This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II3.6(b) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(Bv) of Section 3.6(a) or priority (v) of Section 3.6(b)(II3.6(b) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Shortfall or Collection Account Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or Section 3.6 of the respective Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing the Collateral Agent shall make the following distributions in the following order of priority: FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account Shortfall; SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or a Warehousing Shortfall; THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Shortfall, from the aggregate of all amounts on deposit in each Spread Account in excess of the related Spread Account Maximum Amount, an amount up to the amount of such Collection Account Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, to the Seller.if

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 3.11 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDEDprovided, HOWEVERhowever, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall). This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II3.6(b) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(Bv) of Section 3.6(a) or priority (v) of Section 3.6(b)(II3.6(b) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 3.11 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Collection Account Shortfall or Collection Account Warehousing Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or the amount deposited into the Spread Account for the Warehousing Series pursuant to Section 3.6 or Section 3.10 of the respective Warehousing Series Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing owing, the Collateral Agent shall make the following distributions in the following order of priority: . References herein to a Spread Account shall include references to the related Tag Account and such amounts shall be treated fungibly, except that amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into a Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account ShortfallShortfall (subject, in the case of withdrawals from a Spread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)(i)); SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata PRO RATA in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the cash amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or Shortfalls, (subject, in the case of withdrawals from a Warehousing ShortfallSpread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)); THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account (excluding the Warehousing Series) in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Shortfall, from the aggregate of all amounts on deposit in each Spread Account in excess of the related Spread Account Maximum Amount, an amount up to the amount of such Collection Account Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, to the Seller.;

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Delinquency Claim DateDate with respect to any Series, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall Deficiency Claim Amount with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 4.7 of the Pooling and Servicing Agreements, Agreement or (y) Section 3.9 5.5 of the Sale and Servicing Agreements, or (z) Section 4.1 of the Servicing Agreement, as applicable, with respect to each Seriessuch Series from the Servicer thereunder; PROVIDED, HOWEVER, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Requisite Amount for such Series: FIRSTfirst, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees or collections with respect to Pledged Certificates, as applicable, to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing ShortfallDeficiency Claim Amount; SECONDsecond, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall Deficiency Claim Amount and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfallsexists a Deficiency Claim Amount, a Collection Account Shortfall Deficiency Claim Amount will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall. This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(B) of Section 3.6(a) or priority (v) of Section 3.6(b)(II) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Shortfall or Collection Account Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or Section 3.6 of the respective Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing the Collateral Agent shall make the following distributions in the following order of priority: FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account Shortfall; SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or a Warehousing Shortfall; THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Shortfall, from the aggregate of all amounts on deposit in each Spread Account in excess of the related Spread Account Maximum Amount, an amount up to the amount of such Collection Account Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, to the Seller.;

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 3.11 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDEDprovided, HOWEVERhowever, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall). This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST first above, after making the withdrawals pursuant to paragraph SECOND second above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA pro rata in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA pro rata within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II3.6(b) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(Bv) of Section 3.6(a) or priority (v) of Section 3.6(b)(II3.6(b) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 3.11 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND second of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD third of this Section 3.03(a), and which, in the case of a Warehousing Collection Account Shortfall or Collection Account Warehousing Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD third of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or the amount deposited into the Spread Account for the Warehousing Series pursuant to Section 3.6 4.6 or Section 4.10 of the respective Warehousing Series Sale and Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing owing, the Collateral Agent shall make the following distributions in the following order of priority: . References herein to a Spread Account shall include references to the related Tag Account and such amounts shall be treated fungibly, except that amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into a Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account ShortfallShortfall (subject, in the case of withdrawals from a Spread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)(i)); SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the cash amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread AccountAccount provided, that such limitation shall not apply with respect to any Spread Account related to a Series for which the Final Termination Date shall have occurred), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or Shortfalls, (subject, in the case of withdrawals from a Warehousing ShortfallSpread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)); THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account (excluding the Warehousing Series) in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA pro rata in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA pro rata in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL Arcadia Financial or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL Arcadia Financial or the Seller, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Warehousing Shortfall, from the aggregate of all amounts on deposit in each the Warehousing Series Spread Account and from the aggregate of all amounts in unrelated Spread Accounts in excess of the related Spread Account Maximum AmountAmount (except that such limitation shall not exist with respect to a Spread Account Maximum Amount which is unlimited), an amount up to the amount of such Collection Account Warehousing Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, to the extent there are any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, Amount and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, such amount shall be distributed in the following order of priority: first, for deposit into each Spread Account containing Spread Account Recourse Reduction Amounts, an amount up to the related Spread Account Recourse Maximum Adjustment Amount, if any, pro rata on the basis of the respective Spread Account Recourse Reduction Amounts, and second, any remaining funds to the Seller.

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 3.11 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDEDprovided, HOWEVERhowever, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall). This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II3.6(b) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(Bv) of Section 3.6(a) or priority (v) of Section 3.6(b)(II3.6(b) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 3.11 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Collection Account Shortfall or Collection Account Warehousing Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or the amount deposited into the Spread Account for the Warehousing Series pursuant to Section 3.6 4.6 or Section 4.10 of the respective Warehousing Series Sale and Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing owing, the Collateral Agent shall make the following distributions in the following order of priority: . References herein to a Spread Account shall include references to the related Tag Account and such amounts shall be treated fungibly, except that amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into a Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account ShortfallShortfall (subject, in the case of withdrawals from a Spread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)(i)); SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata PRO RATA in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the cash amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread AccountAccount PROVIDED, that such limitation shall not apply with respect to any Spread Account related to a Series for which the Final Termination Date shall have occurred), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or Shortfalls, (subject, in the case of withdrawals from a Warehousing ShortfallSpread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)); THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account (excluding the Warehousing Series) in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL Arcadia Financial or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL Arcadia Financial or the Seller, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Warehousing Shortfall, from the aggregate of all amounts on deposit in each the Warehousing Series Spread Account and from the aggregate of all amounts in unrelated Spread Accounts in excess of the related Spread Account Maximum AmountAmount (except that such limitation shall not exist with respect to a Spread Account Maximum Amount which is unlimited), an amount up to the amount of such Collection Account Warehousing Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, to the extent there are any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, Amount and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, such amount shall be distributed in the following order of priority: FIRST, for deposit into each Spread Account containing Spread Account Recourse Reduction Amounts, an amount up to the related Spread Account Recourse Maximum Adjustment Amount, if any, PRO RATA on the basis of the respective Spread Account Recourse Reduction Amounts, and SECOND, any remaining funds to the Seller.

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDEDPROVIDED , HOWEVER, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall. This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST first above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(B) of Section 3.6(a) or priority (v) of Section 3.6(b)(II) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Shortfall or Collection Account Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or Section 3.6 of the respective Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing the Collateral Agent shall make the following distributions in the following order of priority: FIRST, if with respect to any Series there exists a Collection Account Shortfall Shortfall, from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account ShortfallAccount; SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata rata. in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or a Warehousing Shortfall; THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA RATA. in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread Account, an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Shortfall, from the aggregate of all amounts on deposit in each Spread Account in excess of the related Spread Account Maximum Amount, an amount up to the amount of such Collection Account Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, to the Seller.

DISTRIBUTIONS: PRIORITY OF PAYMENTS. (a) On or before each Deficiency Claim Date, the Collateral Agent will make the following calculations on the basis of information (including, without limitation, the amount of any Collection Account Shortfall with respect to any Series) received pursuant to (x) Section 3.9 of the Standard Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 3.11 of the Servicing Agreement, as applicable, with respect to each Series; PROVIDEDprovided, HOWEVERhowever, that if the Collateral Agent receives notice from Financial Security of the occurrence of an Insurance Agreement Event of Default with respect to any Series, or of the occurrence of a Capture Event, such notice shall be determinative for the purposes of determining the Spread Account Default Level and Spread Account Maximum Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts in respect of the respective Credit Enhancement Fees to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Collection Account Shortfall and any Warehousing Shortfall; SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Collection Account Shortfall and (ii) whether, following distribution from the related Spread Accounts to the respective Trustees for deposit into the respective Collection Accounts with respect to which there exist Collection Account Shortfalls, a Collection Account Shortfall will continue to exist with respect to one or more Series; THIRD, (i) if a Collection Account Shortfall will continue to exist with respect to one or more Series (excluding the Warehousing Series) following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts (including the Warehousing Series Spread Account) in respect of such Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will exist with respect to the Warehousing Series, determine the amount, if any, to be distributed to the Trustee with respect to such Series from unrelated Spread Accounts in respect of such Warehousing Shortfall). This determination shall be made as follows: (i) of the aggregate of the amounts to be on deposit in the respective Spread Accounts for such Distribution Date (as determined pursuant to paragraph FIRST above, after making the withdrawals pursuant to paragraph SECOND above), up to the aggregate of the Collection Account Shortfalls (excluding any Collection Account Shortfall with respect to the Warehousing Series) and any Warehousing Shortfall for such Distribution Date, (ii) drawn from each Spread Account PRO RATA in accordance with amounts on deposit therein, and (iii) distributed to the respective Trustees in the following order of priority and PRO RATA within each priority (1) in the same priority as amounts are to be distributed pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements and pursuant to Section 4.6 of the respective Sale and Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II3.6(b) of the Servicing Agreement, as applicable, so that any shortfalls with respect to priority (i) of each such Section are to be covered first, any shortfalls with respect to priority (ii) of each such Section are to be covered second, and so forth, until priority (v) of such Section, so that priority (v) of Section 4.6 of the Standard Terms and Conditions and of the Sale and Servicing Agreement and priority (v)(Bv) of Section 3.6(a) or priority (v) of Section 3.6(b)(II3.6(b) of the Servicing Agreement are to be covered fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements provides for distribution in respect of interest or principal on Notes or Certificates with priorities numerically greater than (v), in the same priority as amounts are to be distributed pursuant to each such Section 4.6, so that any shortfalls with respect to priority (vi) of each such Section 4.6 are covered first, and so forth through all priorities relating to interest or principal on Notes or Certificates and (3) amounts to be distributed to the Security Insurer; On such Deficiency Claim Date, the Collateral Agent shall deliver a certificate to each Trustee in respect of which the Collateral Agent has received notice pursuant to (i) Section 3.9 of the Standard Terms and Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale and Servicing Agreement of a Collection Account Shortfall or (iii) Section 4.1 3.11 of the Servicing Agreement of a Collection Account Shortfall or Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) above, shall be the sum of the amount, if any, to be withdrawn from the related Spread Account, as calculated pursuant to paragraph SECOND of this Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a), and which, in the case of a Warehousing Collection Account Shortfall or Collection Account Warehousing Shortfall referred to in clause (iii) shall be the respective amounts, if any, withdrawn from unrelated Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be distributed to such Trustee on the next Distribution Date in respect of such Collection Account Shortfall or Warehousing Shortfall, as the case may be. (b) On each Distribution Date, following delivery by the Trustee of the respective Credit Enhancement Fees for deposit into the respective Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions included in the respective Pooling and Servicing Agreements or Section 4.6 of the respective Sale and Servicing Agreements, or the amount deposited into the Spread Account for the Warehousing Series pursuant to Section 3.6 4.6 or Section 4.10 of the respective Warehousing Series Sale and Servicing Agreement, as applicable, and upon receipt of a Deficiency Notice with respect to one or more such Series, or with respect to priorities FIFTH and SIXTH to the extent the amounts referred to therein are due and owing owing, the Collateral Agent shall make the following distributions in the following order of priority: . References herein to a Spread Account shall include references to the related Tag Account and such amounts shall be treated fungibly, except that amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into a Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. FIRST, if with respect to any Series there exists a Collection Account Shortfall from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Collection Account ShortfallShortfall (subject, in the case of withdrawals from a Spread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)(i)); SECOND, if with respect to any Series (excluding the Warehousing Series) there exists a Collection Account Shortfall after deposit into the Collection Account of amounts distributed pursuant to priority FIRST, or if with respect to the Warehousing Series there exists a Warehousing Shortfall from each Spread Account (including the Warehousing Series Spread Account), pro rata PRO RATA in accordance with amounts on deposit therein (but in no event shall a withdrawal from a Spread Account pursuant to this priority SECOND cause the cash amount on deposit in such Spread Account to be below the Spread Account Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor is specified in the Series Supplement establishing such Spread Account), an amount up to the aggregate of the Collection Account Shortfalls for all Series (excluding the Warehousing Series) and any Warehousing Shortfall, to the respective Trustees in accordance with the Payment Priorities for deposit in the respective Collection Accounts with respect to which there exist Collection Account Shortfalls or Shortfalls, (subject, in the case of withdrawals from a Warehousing ShortfallSpread Account containing Spread Account Recourse Reduction Amounts, to Section 3.04(e)); THIRD, if with respect to one or more Series (excluding the Warehousing Series) there exists a Spread Account Shortfall, from amounts, if any, on deposit in each Spread Account (excluding the Warehousing Series) in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST or SECOND of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series for deposit into each Spread Account PRO RATA in accordance with their respective Spread Account Shortfalls; FOURTH, if with respect to one or more Series (excluding the Warehousing Series), amounts have been withdrawn from the related Spread Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such Distribution Date and/or on prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on deposit in each Spread Account in excess of the related Spread Account Maximum Amount (after making any withdrawals therefrom required by priority FIRST, SECOND or THIRD of this Section 3.03(b)) and only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account with respect to which there exist Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread Account Maximum Amount of each such Spread Account over the amount on deposit in such Spread Account; FIFTH, if any amounts are owed to a successor Servicer pursuant to Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or Section 6.2 of a Servicing Agreement and such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Servicer; SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, Administrator, Collateral Agent, the Indenture Collateral Agent or other service provider to either the Trust or the Issuer for expenses that have not been reimbursed by OFL or the Seller, from amounts on deposit in the related Spread AccountAccount (but only from cash amounts and not from amounts representing a Spread Account Recourse Reduction Amount), an amount up to the amount so owed, to such Person; SEVENTH, if with respect to the Warehousing Series there exists a Collection Account Shortfall, from the aggregate of all amounts on deposit in each Spread Account in excess of the related Spread Account Maximum Amount, an amount up to the amount of such Collection Account Shortfall (to the extent not distributed on such Distribution Date pursuant to a prior priority of this Section 3.03(b)), to the Trustee for the Warehousing Series for deposit in the Warehousing Series Collection Account; and EIGHTH, any funds in a Spread Account in excess of the applicable Spread Account Maximum Amount, and any funds in a Spread Account with respect to a Series for which the Final Termination Date shall have occurred, to the Seller.;