Common use of Note Distribution Account Clause in Contracts

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full; (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the Holders of the Notes, the Noteholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and concurrently, to the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:Holders of each Class of Notes on the Mandatory Redemption Date, pro rata, on the basis of each Class' share of the Aggregate Note Balance, the Note Prepayment Amount; (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date sum of (x) the Noteholders' Principal Distributable Amount and (y) the Noteholders' Parity Deficit Amount, if any, until the outstanding principal amount of the Class A-1 Notes has been Note Balance is reduced to zero; (Biv) to the Holders of the Class A-1 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-1 Note Balance is reduced to zero; (v) to the Holders of the Class A-2 Notes with Notes, the total amount paid out sum of (x) the Noteholders' Principal Distributable Amount (as reduced by any distributions made on each Distribution such Payment Date pursuant to clause (iii) above) and (y) the Noteholders' Parity Deficit Amount, if any, remaining after distributions made on such Payment Date pursuant to clauses (iii) and (iv) above, until the outstanding principal amount of the Class A-2 Notes has been Note Balance is reduced to zero; (Cvi) to the Holders of the Class A-2 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-2 Note Balance is reduced to zero; (vii) to the Holders of the Class A-3 Notes, with the total amount paid out sum of (x) the Noteholders' Principal Distributable Amount (as reduced by any distributions made on each Distribution such Payment Date pursuant to clauses (iii) and (v) above) and (y) the Noteholders' Parity Deficit Amount, if any, remaining after distributions made on such Payment Date pursuant to clauses (iii) through (vi) above, until the outstanding principal amount of the Class A-3 Notes has been Note Balance is reduced to zero; (2) After the occurrence of an Event of Default: (Aviii) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-3 Note Balance is reduced to zero; (ix) to the Holders of the Class A-4 Notes, the sum of (x) the Noteholders' Principal Distributable Amount (as reduced by any distributions made on a pro rata basissuch Payment Date pursuant to clauses (iii), based upon their respective outstanding principal amounts(v) and (vii) above) and (y) the Noteholders' Parity Deficit Amount, if any, remaining after distributions made on such Payment Date pursuant to clauses (iii) through (viii) above, until the Class A-2 Notes A-4 Note Balance is reduced to zero; and then (x) to the Holders of the Class A-3 Notes have been paid in full;A-4 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-4 Note Balance is reduced to zero. (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each Noteholder the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date; PROVIDED, HOWEVER, the Trustee shall have no obligation to provide such information described in this Section 5.8(b) until it has received the requisite information from the Servicer. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s Certificate) Date, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account, as such amounts on deposit in the Note Distribution Account are specified on the monthly Servicer's Certificate, to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of the Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of the Notes;; and (ii) The to the Noteholders’ First , the Noteholders' Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder Noteholder, in accordance with Section 5.10, the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 4.11(b) hereof for distribution on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The parties hereto hereby agree to provide to the Trust Collateral Agent the information any such party may have, if any, with respect to any such withholding tax. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to that is legally owed by the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder Noteholder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.12 of the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), distributions will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesHolders of the Class A Notes the Class A Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Class A Noteholders' Principal Distributable Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero;; and (Biii) to the Holders of the Class A-2 Notes with Notes, the total amount paid out Class A Noteholders' Principal Distributable Amount (as reduced by any distribution on each Distribution such Payment Date pursuant to (iv) above) until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;; and (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send to each Noteholder the statement provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) and each Insured Distribution Date (based solely on the information in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and outstanding principal on the Noteholders’ Second Principal Distributable Amount shall Notes, such amounts to be distributed as followspaid in accordance with the following priority: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero;; and (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s Certificate) Date, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account, as such amounts on deposit in the Note Distribution Account are specified on the Monthly Servicer's Certificate, to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of the Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of the Notes;; and (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The parties hereto hereby agree to provide to the Trust Collateral Agent the information any such party may have, if any, with respect to any such withholding tax. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to that is legally owed by the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Definitive Notes have been issued pursuant to Section 3.13 of the Trust Agreement, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), distributions will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the PRO RATA share as represented by the relative outstanding principal balance of each Class of Notes; PROVIDED, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s Certificate) Date, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and any amounts deposited in the Noteholders’ Second Principal Distributable Amount Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, respectively, based upon the pro rata share as follows:represented by the relative Outstanding Amount of each Class of Notes; (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (Biv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero;; and (Cv) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-3 Notes has been is reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to that is legally owed by the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (cf). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if (i) such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) such Noteholder is the General Partner, or an Affiliate thereof, or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Definitive Notes have been issued pursuant to Section 3.13 of the Trust Agreement, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), distributions will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there -------- are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and any amounts deposited in the Noteholders’ Second Principal Distributable Amount Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, based upon the pro rata share as follows:represented by the --- ---- relative Outstanding Amount of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal; (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (Biv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero; (Cv) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-3 Notes has been is reduced to zero;; and (2) After the occurrence of an Event of Default: (Avi) to the Holders of the Class A-1 Notes A-4 Notes, the Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s Certificate) Date, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and any amounts deposited in the Noteholders’ Second Principal Distributable Amount Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, respectively, based upon the pro rata share as follows:represented by the relative Outstanding Amount of each Class of Notes; (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (Biv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero;; and (Cv) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-3 Notes has been is reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (cf). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) and each Insured Distribution Date (based solely on the information in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and outstanding principal on the Noteholders’ Second Principal Distributable Amount shall Notes, such amounts to be distributed as followspaid in accordance with the following priority: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 A-2-A Notes and Class A-2-B Notes, pro rata, with the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-2-A Notes and Class A-2-B Notes has been reduced to zero; (3) to the Holders of the Class A-3 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 A-3 Notes has been reduced to zero;; and (C4) to the Holders of the Class A-3 Notes, A-4 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 A-4 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts Available Funds on deposit in the Note Distribution Account to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest interest, and to the Note Purchasers and the Noteholders in respect of other amounts due and owing under the Basic Documents (and the Class B note purchasers and the Class B noteholders in respect of amounts due and owing under the Bear Basic Documents, as applicable), in the following amounts and in the following order of priority:priority (without duplication): (i) accrued to the Class A Noteholders, the Class A Noteholders' Interest Distributable Amount and unpaid interest on the NotesClass A Unused Facility Fee; provided PROVIDED that if there are not sufficient funds Available Funds in the Note Distribution Account to pay the entire amount of accrued Class A Noteholders' Interest Distributable Amount and unpaid interest Class A Unused Facility Fee then due on each the Class of A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes A Noteholders Interest Distributable Amount and the Class A Unused Facility Fee, pro rata on rata, among the basis Holders of the amount of accrued and unpaid interest due on each Class of A Notes; (ii) The to the Class A Noteholders’ First , in reduction of the Class A Invested Amount, the Class A Noteholders' Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event including without limitation that portion thereof arising out of Default has not occurred: (Aany Class A Margin Call) to the Holders of pay principal on the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 A Notes until the outstanding principal amount of the Class A-1 A Notes has been reduced to zero; ; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clause (Bi) above to pay the entire Class A Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class A Margin Call) then due on the Class A Notes, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class A Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class A Margin Call), pro rata, among the Holders of the Class A-2 Notes A Notes; (iii) sequentially, to the Class A Note Purchaser and the Class A Noteholders, in that order, any other amounts due the Class A Note Purchaser and the Class A Noteholders, respectively, pursuant to any of the Basic Documents; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) and (ii) above to pay all of the other amounts due to the Class A Note Purchaser and the Class A Noteholders, respectively, pursuant to the Basic Documents, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such other amounts first, to the Class A Note Purchaser, until the amounts due and owing to the Class A Note Purchaser have been reduced to zero, and thereafter, pro rata among the Holders of the Class A-3 A Notes; (iv) to the Class B Noteholders, the Class B Noteholders' Interest Distributable Amount; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (iii) above to pay the entire Class B Noteholders' Interest Distributable Amount then due on the Class B Notes, on a the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Interest Distributable Amount pro rata basisamong the Holders of the Class B Notes; (v) to the Class B Noteholders, based upon their respective in reduction of the Class B Invested Amount, the Class B Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class B Margin Call) to pay principal on the Class B Notes until the outstanding principal amountsamount of the Class B Notes has been reduced to zero; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (iv) above to pay the entire Class B Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class B Margin Call) then due on the Class B Notes, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class B Margin Call) pro rata among the Holders of the Class B Notes; (vi) to each Class B Note Purchaser, its respective pro rata portion of the Class B Commitment Fee; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (v) above to pay the entire amount of the Class B Commitment Fee, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Commitment Fee pro rata among the Class B Note Purchasers; and (vii) sequentially, to each Class B Note Purchaser and the Class B Noteholders (or each Class B note purchaser and the Class B noteholders under the Bear Basic Documents, as applicable), in that order, any other amounts due each Class B Note Purchaser and the Class B Noteholders (or each Class B note purchaser and the Class B noteholders under the Bear Basic Documents, as applicable), respectively, pursuant to any of the Basic Documents and the Bear Basic Documents (including, without limitation, the Bear Secured Obligations); PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (vi) above to pay all of the other amounts due to the Class B Note Purchaser and the Class B Noteholders (or each Class B note purchaser and the Class B noteholders under the Bear Basic Documents, as applicable), respectively, pursuant to the Basic Documents and the Bear Basic Documents, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such other amounts FIRST, pro rata to each Class B Note Purchaser, until the amounts due and owing to each Class A-2 Notes and Class A-3 Notes B Note Purchaser have been paid in full;reduced to zero, SECOND, pro rata among the Holders of the Class B Notes, until the amounts due and owing to each Class B Noteholder have been reduced to zero, THIRD, pro rata to each Class B note purchaser under the Bear Basic Documents until the amounts due and owing to each Class B note purchaser thereunder have been reduced to zero, and FOURTH, pro rata, among the Class B noteholders under the Bear Basic Documents, until the amounts due and outstanding thereunder have been reduced to zero. (b) On each Settlement Date (based solely on the information contained in the Servicer's Certificate), the Trustee shall distribute all Class B Available Funds on deposit in the Note Distribution Account to the Class B Noteholders in respect of the Class B Notes to the extent of amounts due and unpaid on the Class B Notes for principal and interest, and to the Class B Note Purchasers and the Class B Noteholders in respect of other amounts due and owing under the Basic Documents, and to the Class B note purchasers and the Class B noteholders in respect of other amounts due and owing under the Bear Basic Documents (including without limitation, the Bear Secured Obligations), in the following amounts and in the following order of priority (without duplication): (i) to the Class B Noteholders, the Class B Noteholders' Interest Distributable Amount, to the extent not distributed pursuant to Section 5.8(a)(iv); PROVIDED that if there are not sufficient Class B Available Funds in the Note Distribution Account to pay the entire Class B Noteholders' Interest Distributable Amount then due on the Class B Notes, the Class B Available Funds in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Interest Distributable Amount pro rata among the Holders of the Class B Notes; (ii) to the Class B Noteholders, in reduction of the Class B Invested Amount, the Class B Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class B Margin Call), to the extent not distributed pursuant to Section 5.8(a)(v), to pay principal on the Class B Notes until the outstanding principal amount of the Class B Notes has been reduced to zero; PROVIDED that if there are not sufficient Class B Available Funds remaining in the Note Distribution Account after application of clause (i) above to pay the entire Class B Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class B Margin Call) then due on the Class B Notes, the Class B Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Principal Distributable Amount (including without limitation that portion thereof arising out of any Class B Margin Call) pro rata among the Holders of the Class B Notes; (iii) to each Class B Note Purchaser, its respective pro rata portion of the Class B Commitment Fee, to the extent not distributed pursuant to Section 5.8(a)(vi); PROVIDED that if there are not sufficient Class B Available Funds remaining in the Note Distribution Account after application of clauses (i) and (ii) above to pay the entire amount of the Class B Commitment Fee, the Class B Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Commitment Fee pro rata among the Class B Note Purchasers; and (iv) sequentially, to each Class B Note Purchaser and the Class B Noteholders (or each Class B note purchaser and the Class B noteholders under the Bear Basic Documents, as applicable), in that order, any other amounts due each Class B Note Purchaser and the Class B Noteholders (or each Class B note purchaser and the Class B noteholders under the Bear Basic Documents, as applicable), respectively, pursuant to any of the Basic Documents and the Bear Basic Documents (including without limitation, the Bear Secured Obligations), to the extent not previously distributed pursuant to Section 5.8(a)(vii); PROVIDED that if there are not sufficient Class B Available Funds remaining in the Note Distribution Account after application of clauses (i) through (iii) above to pay all of the other amounts due to the Class B Note Purchaser and the Class B Noteholders (or each Class B note purchaser and the Class B noteholders under the Bear Basic Documents, as applicable), respectively, pursuant to the Basic Documents and the Bear Basic Documents, the Class B Available Funds remaining in the Note Distribution Account shall be applied to the payment of such other amounts FIRST, pro rata to each Class B Note Purchaser, until the amounts due and owing to each Class B Note Purchaser have been reduced to zero, SECOND, pro rata among the Holders of the Class B Notes, until the amounts due and owing to each Class B Noteholder have been reduced to zero, THIRD, pro rata to each Class B note purchaser under the Bear Basic Documents until the amounts due and owing to each Class B note purchaser thereunder have been reduced to zero, and FOURTH, pro rata, among the Class B noteholders under the Bear Basic Documents, until the amounts due and outstanding thereunder have been reduced to zero. (c) On each Settlement Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each Noteholder the Noteholders and the Note Purchasers the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 SECTION 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); PROVIDED HOWEVER, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this SECTION 5.8(B) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the PRO RATA share as represented by the relative outstanding principal balance of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) and each Insured Distribution Date (based solely on the information in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and outstanding principal on the Noteholders’ Second Principal Distributable Amount shall Notes, such amounts to be distributed as followspaid in accordance with the following priority: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 A-3-A Notes and Class A-3-B Notes, pro rata, with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 A-3-A Notes has and Class A-3-B Notes have been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders the Noteholder in respect of the Notes Note to the extent of amounts due and unpaid on the Notes Note for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesNoteholder, the Noteholder's Interest Distributable Amount; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notesthe Note, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on among the basis Holders of the amount of accrued and unpaid interest due on each Class of NotesNote; (ii) The Noteholders’ First to the Noteholder, the Noteholder's Principal Distributable Amount and the Noteholders’ Second plus any Noteholder's Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) Carryover Shortfall, to the Holders pay principal of the Class A-1 Notes with the total amount paid out on each Distribution Date Note until the outstanding principal amount of the Class A-1 Notes Note has been reduced to zero; (B) ; PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the aggregate outstanding principal amount of the Class A-2 Notes has been reduced Note, the amount in the Note Distribution Account shall be applied to zero; (C) to the payment of such principal pro rata among the Holders of the Class A-3 NotesNote; (iii) to the Noteholder, with the total amount paid out on each Additional Principal Payment Amount, PROVIDED that if there are not sufficient funds in the Note Distribution Date until Account to pay the aggregate outstanding principal amount of the Class A-3 Notes has been reduced Note, the amount in the Note Distribution Account shall be applied to zero; (2) After the occurrence payment of an Event of Default: (A) to such principal pro rata among the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero;Note; and (Biv) to the Holders of Noteholder, any other amounts due pursuant to the Class A-2 Notes and Noteholder pursuant to the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Basic Documents. (b) On each Distribution Settlement Date, the Trust Collateral Agent Trustee shall provide or make available electronically (or, upon written request, by first class mail or facsimile) send to each Noteholder the Noteholder, the Agent and the Insurer the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 SECTION 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); PROVIDED HOWEVER, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this SECTION 5.8(b) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesHolders of the Notes the Class A Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable to the Class A-1 Noteholders on account of the Class A-1 Prepayment Amount, to the Class A-2 Noteholders on account of the Class A-2 Prepayment Amount, to the Class A-3 Noteholders on account of the Class A-3 Prepayment Amount, to the Class A-4 Noteholders on account of the Class A-4 Prepayment Amount, to the Class A-5 Noteholders on account of the Class A-5 Prepayment Amount, pro rata, on the basis of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount, the Class A-5 Prepayment Amount and any amounts deposited in the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:Note Distribution Account pursuant to Section 5.10(b); (1iii) If an Event of Default has not occurred: (A) concurrently, to the Holders of (x) the Class A-1 Notes with Sequential Pay Notes, the total amount paid out on each Distribution Date until the outstanding principal amount Sequential Pay Noteholders' Percentage of the Class A-1 Notes has been reduced Noteholders' Principal Distributable Amount, sequentially, first to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding pay principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) , then to the Holders pay principal of the Class A-2 Notes until the outstanding principal amount of the Class A-2 Notes has been reduced to zero and the Holders then to pay principal of the Class A-3 Notes, on a pro rata basis, based upon their respective Notes until the outstanding principal amounts, until amount of the Class A-2 Notes and Class A-3 Notes have has been paid in full;reduced to zero and (y) the Class A-4 Notes, the Class A-4 Noteholders' Percentage of the Noteholders' Principal Distributable Amount; and (iv) then, on the Payment Date on which the outstanding principal amount of the Sequential Pay Notes and the Class A-4 Notes is reduced to zero, the remaining portion of the Noteholders' Principal Distributable Amount to pay principal of the Class A-5 Notes and then, on each Payment Date thereafter, the Noteholders' Principal Distributable Amount to pay principal of the Class A-5 Notes until the outstanding principal amount of the Class A-5 Notes has been reduced to zero. (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send to each Noteholder the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest interest, and to the Note Purchaser in respect of other amounts due and owing under the Basic Documents, in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesNoteholders, the Noteholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on among the basis Holders of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The to the Noteholders’ First , in reduction of the Invested Amount, the Noteholders' Principal Distributable Amount and to pay principal on the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) ; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such principal pro rata among the Holders of the Class A-2 Notes Notes; (iii) to the Noteholders, in reduction of the Invested Amount, in an amount necessary to cover ay Margin Call; (iv) sequentially, to the Note Purchaser and the Holders Noteholders, in that order, any other amounts due the Note Purchaser and the Noteholders, respectively, pursuant to any of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Basic Documents. (b) On each Distribution Settlement Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each Noteholder the Noteholders and the Note Purchaser the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); provided however, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this Section 5.8(b) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal balance of each Class of Notes; PROVIDED, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and 51 may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal balance of each Class of Notes; PROVIDED, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with 50 respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) and each Insured Distribution Date (based solely on the information in the Servicer’s Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal amount of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal amount of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal amount of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal amount of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) and each Insured Distribution Date (based solely on the information in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal balance of each Class of Notes; PROVIDED, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each No later than the Closing Date, the Trustee will establish and maintain with itself in its trust department a trust account, which shall not be interest-bearing, titled "TMS Residential Trust Note Distribution Date Account 1998-I," (based solely on the information contained "Note Distribution Account"). The Trustee shall, promptly upon receipt, deposit in the Servicer’s CertificateNote Distribution Account and retain therein: (i) the Trust Collateral Agent shall distribute all Available Remittance Amount (net of the amount of Monthly Advances and Compensating Interest deposited pursuant to subclause (ii) below), remitted by the Servicer; (ii) the Compensating Interest and the portion of the Monthly Advance allocable to the Class Adjusted Loan Remittance Rates remitted to the Trustee by the Servicer; (iii) [Reserved]; and (iv) amounts required to be paid by the Servicer pursuant to Section 7.08(e) in connection with losses on investments of amounts in the Note Distribution Account. (b) Amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid shall be withdrawn on the Notes for principal and interest in each Remittance Date by the following amounts and parties in the following order of priority: (i) accrued [Reserved]; (ii) by the Trustee, to make deposits in the FHA Premium Account pursuant to Section 7.03(a)(i); (iii) by the Trustee, or the Paying Agent on its behalf, to effect the applicable distributions described in Section 7.05(d); and unpaid interest also, in no particular order of priority: (iv) by the Trustee, to invest amounts on the Notes; provided that if there are not sufficient funds deposit in the Note Distribution Account in Permitted Instruments pursuant to Section 7.08; (v) by the Trustee, to pay on a monthly basis to the entire Servicer as additional servicing compensation interest paid and earnings realized on Permitted Instruments; (vi) by the Trustee, to withdraw any amount of accrued and unpaid interest then due on each Class of Notes, the amount not required to be deposited in the Note Distribution Account shall be applied or deposited therein in error; and (vii) by the Trustee, to clear and terminate the payment of such interest on each Class of Notes pro rata on Note Distribution Account upon the basis termination of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full; (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment terms of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 11.01 hereof. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date Payment Date, as applicable, the Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate's Certificate delivered on the related Determination Date) cause to be made the Trust Collateral Agent shall distribute following distribution of all amounts on deposit in the Note Distribution Account to Noteholders in respect each Noteholder of the Notes to the extent of amounts due and unpaid record on the Notes for principal and interest in the following amounts and preceding Record Date in the following order of priority: (i) accrued and unpaid interest on first, pro rata in respect of the Notes; provided that if there are not sufficient funds in amounts due thereto, (A) to the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of NotesA-1 Noteholders, the amount in Class A-1 Interest Payment Amount for such Payment Date and the Note Distribution Account shall be applied Class A-1 Interest Carryover Shortfall, if any, and (B) to the payment of Class A-2 Noteholders, the Class A-2 Interest Payment Amount for such interest on each Payment Date and the Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of NotesA-2 Interest Carryover Shortfall, if any; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) second, to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of Noteholders, the Class A-1 Notes has been reduced to zeroPrincipal Payment Amount, for such Payment Date and the Class A-1 Principal Carryover Shortfall, if any; (Biii) third, to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of Noteholders, the Class A-2 Notes has been reduced to zeroPrincipal Payment Amount for such Payment Date and the Class A-2 Principal Carryover Shortfall, if any; (Civ) fourth, on or prior to the Holders of the Class A-3 NotesOC Stabilization Date, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Noteholders and Class A-2 Notes and the Holders of the Class A-3 NotesNoteholders, on a pro rata basissequentially, based upon their respective outstanding principal amountsas principal, until the Class A-2 Notes A Target Overcollateralization Amount is reached; (v) fifth, to the Class B Noteholders, the Class B Interest Payment Amount for such Payment Date and the Class A-3 Notes have been paid in full;B Interest Carryover Shortfall, if any; and (vi) sixth, to the Class B Noteholders, the Class B Principal Payment Amount for such Payment Date. (b) On each Distribution Payment Date, the Trust Collateral Agent Indenture Trustee shall send to each Noteholder the statement provided to the Trust Collateral Agent Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution Date4.10 hereof. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required Subject to be made to Noteholders Section 10.1 respecting the final payment upon retirement of each Note, and provided that the Indenture Trustee has received the applicable Servicer's Certificate, on any Distribution Date each Payment Date, the Indenture Trustee shall be made distribute to each Noteholder of record on the preceding Record Date the distributions required to be made to such Noteholders in accordance with the terms of the Related Documents either by (i) by wire transfer, in immediately available funds, funds to the account of such Holder holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder holds Notes representing at least $1,000,000 in Class A-1 Note Balance, Class A-2 Note Balance or Class B Note Balance as of the Closing Date, and if such Noteholder shall have provided to the Note Registrar Indenture Trustee appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in not later than the aggregate evidence a denomination of not less than $1,000,000 Determination Date, or (ii) by check mailed to such Noteholder at the address of such holder Holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders the Noteholder in respect of the Notes Note to the extent of amounts due and unpaid on the Notes Note for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest to the Noteholder, the Noteholder's Interest Distributable Amount; PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount then due on the NotesNote, the amount in the Note Distribution Account shall be applied to the payment of such interest pro rata among the Holders of the Note; (ii) to the Noteholder, in reduction of the Invested Amount, the Noteholder's Principal Distributable Amount to pay principal on the Note until the outstanding principal amount of the Note has been reduced to zero; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notesthe Note, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes principal pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to among the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zeroNote; (Biii) to the Holders of Noteholder, any other amounts due the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) Noteholder pursuant to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Basic Documents. (b) On each Distribution Settlement Date, the Trust Collateral Agent Trustee shall provide or make available electronically (or, upon written request, by first class mail or facsimile) send to each the Noteholder the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 SECTION 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); PROVIDED HOWEVER, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this SECTION 5.8(b) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the Holders of the Notes, the Noteholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The to the Holders of the Class A-1 Notes, the sum of (x) the Noteholders’ First ' Principal Distributable Amount and (y) the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:' Parity Deficit Amount, if any, until the Class A-1 Note Balance is reduced to zero; (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Targeted Principal Distributable Amount, if any, for such Payment Date until the outstanding principal amount of the Class A-1 Notes has been Note Balance is reduced to zero; (Biv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out sum of (x) the Noteholders' Principal Distributable Amount (as reduced by any distributions made on each Distribution such Payment Date pursuant to clause (ii) above) and (y) the Noteholders' Parity Deficit Amount, if any, remaining after distributions made on such Payment Date pursuant to clauses (ii) and (iii) above, until the outstanding principal amount of the Class A-2 Notes has been Note Balance is reduced to zero; (Cv) to the Holders of the Class A-2 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-2 Note Balance is reduced to zero; (vi) to the Holders of the Class A-3 Notes, with the total amount paid out sum of (x) the Noteholders' Principal Distributable Amount (as reduced by any distributions made on each Distribution such Payment Date pursuant to clauses (ii) and (iv) above) and (y) the Noteholders' Parity Deficit Amount, if any, remaining after distributions made on such Payment Date pursuant to clauses (ii) through (v) above, until the outstanding principal amount of the Class A-3 Notes has been Note Balance is reduced to zero; (2) After the occurrence of an Event of Default: (Avii) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-3 Note Balance is reduced to zero; (viii) to the Holders of the Class A-4 Notes, the sum of (x) the Noteholders' Principal Distributable Amount (as reduced by any distributions made on a pro rata basissuch Payment Date pursuant to clauses (ii), based upon their respective outstanding principal amounts(iv) and (vi) above) and (y) the Noteholders' Parity Deficit Amount, if any, remaining after distributions made on such Payment Date pursuant to clauses (ii) through (vii) above, until the Class A-2 Notes A-4 Note Balance is reduced to zero; and then (ix) to the Holders of the Class A-3 Notes have been paid in full;A-4 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-4 Note Balance is reduced to zero. (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each Noteholder the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date; PROVIDED, HOWEVER, the Trustee shall have no obligation to provide such information described in this Section 5.8(b) until it has received the requisite information from the Servicer. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) to the Holders of the Notes (pro rata to each class of Notes on the basis of the accrued and unpaid interest on thereon) the NotesClass A Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Class A Noteholders' Principal Distributable Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (Biii) to the Holders of the Class A-2 Notes with Notes, the total amount paid out Class A Noteholders' Principal Distributable Amount (as reduced by any distribution on each Distribution such Payment Date pursuant to clause (ii) above) until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero;; and (Civ) to the Holders additional classes of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;if any] (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send to each Noteholder the statement provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date Payment Date, as applicable, the Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate's Certificate delivered on the related Determination Date) cause to be made the Trust Collateral Agent shall distribute following distribution of all amounts on deposit in the Note Distribution Account to Noteholders in respect each Noteholder of the Notes to the extent of amounts due and unpaid record on the Notes for principal and interest in the following amounts and preceding Record Date in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notesfirst, the amount in Interest Payment Amount for such Payment Date and the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of NotesInterest Carryover Shortfall, if any; (ii) The Noteholders’ First second, the Principal Distributable Payment Amount for such Payment Date and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:Carryover Shortfall, if any; and (1iii) If an Event of Default has not occurred: (A) third, on or prior to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 NotesOC Stabilization Date, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amountsas principal, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Target Overcollateralization Amount is reached. (b) On each Distribution Payment Date, the Trust Collateral Agent Indenture Trustee shall send to each Noteholder the statement provided to the Trust Collateral Agent Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution Date4.10 hereof. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required Subject to be made to Noteholders Section 10.1 respecting the final payment upon retirement of each Note, and provided that the Indenture Trustee has received the applicable Servicer's Certificate, on any Distribution Date each Payment Date, the Indenture Trustee shall be made distribute to each Noteholder of record on the preceding Record Date the distributions required to be made to such Noteholders in accordance with the terms of the Related Documents either by (i) by wire transfer, in immediately available funds, funds to the account of such Holder holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder holds Notes representing at least $1,000,000 in Class A Notes as of the Closing Date, and if such Noteholder shall have provided to the Note Registrar Indenture Trustee appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in not later than the aggregate evidence a denomination of not less than $1,000,000 Determination Date, or (ii) by check mailed to such Noteholder at the address of such holder Holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the Holders of the Notes, the Noteholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and concurrently, to the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:Holders of each Class of Notes on the Mandatory Redemption Date, pro rata, on the basis of each Class' share of the Aggregate Note Balance, the Note Prepayment Amount; (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date sum of (x) the Noteholders' Principal Distributable Amount and (y) the Noteholders' Parity Deficit Amount, if any, until the outstanding principal amount of the Class A-1 Notes has been Note Balance is reduced to zero; (Biv) to the Holders of the Class A-1 Notes, the Targeted Principal Distributable Amount, if any, for such Payment Date until the Class A-1 Note Balance is reduced to zero; (v) to the Holders of the Class A-2 Notes with Notes, the total amount paid out sum of (x) the Noteholders' Principal Distributable Amount (as reduced by any distributions made on each Distribution such Payment Date pursuant to clause (iii) above) and (y) the Noteholders' Parity Deficit Amount, if any, remaining after distributions made on such Payment Date pursuant to clauses (iii) and (iv) above, until the outstanding principal amount of the Class A-2 Notes has been Note Balance is reduced to zero;; and then (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (Bvi) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basisthe Targeted Principal Distributable Amount, based upon their respective outstanding principal amountsif any, for such Payment Date until the Class A-2 Notes and Class A-3 Notes have been paid in full;Note Balance is reduced to zero. (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each Noteholder the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date; PROVIDED, HOWEVER, the Trustee shall have no obligation to provide such information described in this Section 5.8(b) until it has received the requisite information from the Servicer. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes;; and (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 NotesFirst, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero;; and (B2) Second, to the Holders of the Class A-2 Notes and until the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until balance of the Class A-2 Notes and Class A-3 Notes have has been paid in fullreduced to zero; (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder Noteholder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 therefor or (ii) by check mailed to such Noteholder at the address of such holder Noteholder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesHolders of the Notes the Class A Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount concurrently to the Class A-1 and Class A-2 Noteholders on the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:Payment Date on or immediately following the last day of the Funding Period, pro rata, on the basis of each class's share of the Aggregate Note Balance, the Note Prepayment Amount; (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount until the outstanding principal amount of the Class A-1 Notes has been Note Balance is reduced to zero;; and then (Biv) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out Noteholders' Principal Distributable Amount (as reduced by any distributions on each Distribution such Payment Date until the outstanding principal amount of the Class A-3 Notes has been reduced pursuant to zero; clause (2iii) After the occurrence of an Event of Default: (Aabove) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Note Balance is reduced to zero. (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall provide or make available electronically (or, upon written request, by first class mail or facsimile) send to each Noteholder Securityholder the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date; PROVIDED, HOWEVER, the Trustee shall have no obligation to provide such information described in this Section 5.8(b) until it has received the requisite information from the Servicer. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) and each Insured Distribution Date (based solely on the information in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and outstanding principal on the Noteholders’ Second Principal Distributable Amount shall Notes, such amounts to be distributed as followspaid in accordance with the following priority: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Payment Date and each Insured Payment Date (in each case based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (ia) accrued and unpaid interest on to the NotesHolders of the Notes the Noteholders' Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due due; and (b) on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and Payment Date during the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) Revolving Period, to the Holders of the Class A-1 Notes with Notes, all amounts remaining on deposit in the total amount paid out on each Note Distribution Date until the outstanding Account, such amounts to be applied to pay principal amount of the Class A-1 Notes has been reduced to zero; (B) to pro rata among the Holders of the Class A-2 Notes with Notes; and (ii) On each Payment Date during the total amount paid out on each Distribution Date until Amortization Period, concurrently, to the outstanding Noteholders, the Noteholders' Principal Distributable Amount plus any Noteholders Principal Carryover Shortfall, to pay principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) ; provided that if there are not sufficient funds in the Note Distribution Account to pay the aggregate outstanding principal amount of the Notes, the amount in the Note Distribution Account shall be applied to the payment of such principal pro rata among the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send to each Noteholder and the Insurer the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date. (c) The Trustee may make available to the Noteholders and the Insurer, via the Trustee's Internet Website, the Servicer's Certificate required to be provided by the Trustee under the terms of this Section 5.8(b) available and, with the consent or at the direction of the Noteholders, such other information regarding the Notes and/or the Receivables as the Trustee may have in its possession, but only with the use of a password provided by the Trustee or its agent to such Person upon receipt by the Trustee from such Person of a certification in the form of Exhibit H hereto; PROVIDED, HOWEVER, that the Trustee or its agent shall provide such password to the parties to this Agreement, the Insurer, the Initial Note Purchaser and the Rating Agencies without requiring such certification. The Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. The Trustee's Internet Website shall be initially located at xxx.xxx.xxxxxxx.xxx or at such other address as shall be specified by the Trustee from time to time in writing to the Noteholders and the Insurer. In connection with providing access to the Trustee's Internet Website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee shall not be liable for the dissemination of information in accordance with this Agreement. The provision of information reports and notices under this Section 5.8(c) is strictly for the convenience of the Noteholders if they so choose in their sole discretion. Nothing in this Section 5.8(c) shall relieve the Trustee from any of its obligations with respect to the distribution or dissemination of reports and other information as required herein or in the Indenture. (d) In the event that any withholding tax is imposed on the Trust’s Purchaser's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date ------------------------- (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if -------- there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and any amounts deposited in the Noteholders’ Second Principal Distributable Amount Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, respectively, based upon the pro rata share as follows:represented by the relative --- ---- Outstanding Amount of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal. (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (Biv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero;; and (Cv) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-3 Notes has been is reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (cf). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3-A Notes, the Class A-3-B Notes and the Noteholders’ Second Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal balance of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 A-3-A Notes and the Class A-3-B Notes, pro rata, with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 A-3-A Notes and the Class A-3-B Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders the Noteholder in respect of the Notes Note to the extent of amounts due and unpaid on the Notes Note for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesNoteholder, the Noteholder's Interest Distributable Amount; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notesthe Note, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on among the basis Holders of the amount of accrued and unpaid interest due on each Class of NotesNote; (ii) The Noteholders’ First to the Noteholder, the Noteholder's Principal Distributable Amount and the Noteholders’ Second plus any Noteholder's Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) Carryover Shortfall, to the Holders pay principal of the Class A-1 Notes with the total amount paid out on each Distribution Date Note until the outstanding principal amount of the Class A-1 Notes Note has been reduced to zero; (B) ; PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the aggregate outstanding principal amount of the Class A-2 Notes has been reduced Note, the amount in the Note Distribution Account shall be applied to zero; (C) to the payment of such principal pro rata among the Holders of the Class A-3 NotesNote; (iii) to the Noteholder, with the total amount paid out on each Additional Principal Payment Amount, PROVIDED that if there are not sufficient funds in the Note Distribution Date until Account to pay the aggregate outstanding principal amount of the Class A-3 Notes has been reduced Note, the amount in the Note Distribution Account shall be applied to zero; (2) After the occurrence payment of an Event of Default: (A) to such principal pro rata among the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero;Note; and (Biv) to the Holders of Noteholder, any other amounts due pursuant to the Class A-2 Notes and Noteholder pursuant to the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Basic Documents. (b) On each Distribution Settlement Date, the Trust Collateral Agent Trustee shall provide or make available electronically (or, upon written request, by first class mail or facsimile) send to each Noteholder the Noteholder, the Agent and the Insurer the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 SECTION 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); PROVIDED HOWEVER, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this SECTION 5.8(B) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts Available Funds on deposit in the Note Distribution Account to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest interest, and to the Note Purchasers and the Noteholders in respect of other amounts due and owing under the Basic Documents, in the following amounts and in the following order of priority:priority (without duplication): (i) accrued and unpaid interest on to the NotesClass A Noteholders, the Class A Noteholders' Interest Distributable Amount; provided PROVIDED that if there are not sufficient funds Available Funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest Class A Noteholders' Interest Distributable Amount then due on each the Class of A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes A Noteholders Interest Distributable Amount pro rata on among the basis Holders of the amount of accrued and unpaid interest due on each Class of A Notes; (ii) The to the Class A Noteholders’ First , in reduction of the Class A Invested Amount, the Class A Noteholders' Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of pay principal on the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 A Notes until the outstanding principal amount of the Class A-1 A Notes has been reduced to zero; ; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clause (Bi) above to pay the entire Class A Noteholders' Principal Distributable Amount then due on the Class A Notes, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class A Noteholders' Principal Distributable Amount pro rata among the Holders of the Class A-2 Notes A Notes; (iii) to the Class A Noteholders, in reduction of the Class A Invested Amount, in an amount necessary to cover any Class A Margin Call; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) and (ii) above to pay the entire amount of the Class A Margin Call, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class A Margin Call pro rata among the Holders of the Class A-3 A Notes; (iv) to the Class A Note Purchaser, on a pro rata basisthe Class A Commitment Fee; (v) sequentially, based upon their respective outstanding principal amountsto the Class A Note Purchaser and the Class A Noteholders, in that order, any other amounts due the Class A Note Purchaser and the Class A Noteholders, respectively, pursuant to any of the Basic Documents; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (iv) above to pay all of the other amounts due to the Class A Note Purchaser and the Class A Noteholders, respectively, pursuant to the Basic Documents, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such other amounts first, to the Class A Note Purchaser, until the amounts due and owing to the Class A-2 Notes and Class A-3 Notes A Note Purchaser have been paid reduced to zero, and thereafter, pro rata among the Holders of the Class A Notes; (vi) to the Class B Noteholders, the Class B Noteholders' Interest Distributable Amount; PROVIDED that if there are not sufficient Available Funds remaining in fullthe Note Distribution Account after application of clauses (i) through (v) above to pay the entire Class B Noteholders' Interest Distributable Amount then due on the Class B Notes, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Interest Distributable Amount pro rata among the Holders of the Class B Notes; (vii) to the Class B Noteholders, in reduction of the Class B Invested Amount, the Class B Noteholders' Principal Distributable Amount to pay principal on the Class B Notes until the outstanding principal amount of the Class B Notes has been reduced to zero; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (vi) above to pay the entire Class B Noteholders' Principal Distributable Amount then due on the Class B Notes, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Principal Distributable Amount pro rata among the Holders of the Class B Notes; (viii) to the Class B Noteholders, in reduction of the Class B Invested Amount, in an amount necessary to cover any Class B Margin Call; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (vii) above to pay the entire amount of the Class B Margin Call, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Margin Call pro rata among the Holders of the Class B Notes; (ix) to each Class B Note Purchaser, its respective pro rata portion of the Class B Commitment Fee; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (viii) above to pay the entire amount of the Class B Commitment Fee, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Commitment Fee pro rata among the Class B Note Purchasers; and (x) sequentially, to each Class B Note Purchaser and the Class B Noteholders, in that order, any other amounts due each Class B Note Purchaser and the Class B Noteholders, respectively, pursuant to any of the Basic Documents; PROVIDED that if there are not sufficient Available Funds remaining in the Note Distribution Account after application of clauses (i) through (ix) above to pay all of the other amounts due to the Class B Note Purchaser and the Class B Noteholders, respectively, pursuant to the Basic Documents, the Available Funds remaining in the Note Distribution Account shall be applied to the payment of such other amounts first, pro rata to each Class B Note Purchaser, until the amounts due and owing to each Class B Note Purchaser have been reduced to zero, and thereafter, pro rata among the Holders of the Class B Notes, until the amounts due and owing to each Class B Noteholder have been reduced to zero. (b) On each Settlement Date (based solely on the information contained in the Servicer's Certificate), the Trustee shall distribute all Class B Available Funds on deposit in the Note Distribution Account to the Class B Noteholders in respect of the Class B Notes to the extent of amounts due and unpaid on the Class B Notes for principal and interest, and to the Class B Note Purchasers and the Class B Noteholders in respect of other amounts due and owing under the Basic Documents and the UBS Basic Documents (including without limitation, the UBS Secured Obligations), in the following amounts and in the following order of priority (without duplication): (i) to the Class B Noteholders, the Class B Noteholders' Interest Distributable Amount, to the extent not distributed pursuant to Section 5.8(a)(vi); PROVIDED that if there are not sufficient Class B Available Funds in the Note Distribution Account to pay the entire Class B Noteholders' Interest Distributable Amount then due on the Class B Notes, the Class B Available Funds in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Interest Distributable Amount pro rata among the Holders of the Class B Notes; (ii) to the Class B Noteholders, in reduction of the Class B Invested Amount, the Class B Noteholders' Principal Distributable Amount, to the extent not distributed pursuant to Section 5.8(a)(vii), to pay principal on the Class B Notes until the outstanding principal amount of the Class B Notes has been reduced to zero; PROVIDED that if there are not sufficient Class B Available Funds remaining in the Note Distribution Account after application of clause (i) above to pay the entire Class B Noteholders' Principal Distributable Amount then due on the Class B Notes, the Class B Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Noteholders' Principal Distributable Amount pro rata among the Holders of the Class B Notes; (iii) to the Class B Noteholders, in reduction of the Class B Invested Amount, in an amount necessary to cover any Class B Margin Call, to the extent not distributed pursuant to Section 5.8(a)(viii); PROVIDED that if there are not sufficient Class B Available Funds remaining in the Note Distribution Account after application of clauses (i) and (ii) above to pay the entire amount of the Class B Margin Call, the Class B Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Margin Call pro rata among the Holders of the Class B Notes; (iv) to each Class B Note Purchaser, its respective pro rata portion of the Class B Commitment Fee, to the extent not distributed pursuant to Section 5.8(a)(ix); PROVIDED that if there are not sufficient Class B Available Funds remaining in the Note Distribution Account after application of clauses (i) through (iii) above to pay the entire amount of the Class B Commitment Fee, the Class B Available Funds remaining in the Note Distribution Account shall be applied to the payment of such Class B Commitment Fee pro rata among the Class B Note Purchasers; and (v) sequentially, to each Class B Note Purchaser and the Class B Noteholders, in that order, any other amounts due each Class B Note Purchaser and the Class B Noteholders, respectively, pursuant to any of the Basic Documents and the UBS Basic Documents (including without limitation, the UBS Secured Obligations), to the extent not previously distributed pursuant to Section 5.8(a)(x); PROVIDED that if there are not sufficient Class B Available Funds remaining in the Note Distribution Account after application of clauses (i) through (iv) above to pay all of the other amounts due to the Class B Note Purchaser and the Class B Noteholders, respectively, pursuant to the Basic Documents, the Class B Available Funds remaining in the Note Distribution Account shall be applied to the payment of such other amounts first, pro rata to each Class B Note Purchaser, until the amounts due and owing to each Class B Note Purchaser have been reduced to zero, and thereafter, pro rata among the Holders of the Class B Notes, until the amounts due and owing to each Class B Noteholder have been reduced to zero. (c) On each Settlement Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each Noteholder the Noteholders and the Note Purchasers the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 SECTION 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); PROVIDED HOWEVER, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this SECTION 5.8(B) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date Payment Date, as applicable, the Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate's Certificate delivered on the related Determination Date) cause to be made the Trust Collateral Agent shall distribute following distribution of all amounts on deposit in the Note Distribution Account to Noteholders in respect each Noteholder of the Notes to the extent of amounts due and unpaid record on the Notes for principal and interest in the following amounts and preceding Record Date in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of NotesFIRST, the amount in Interest Payment Amount for such Payment Date and the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of NotesInterest Carryover Shortfall, if any; (ii) The Noteholders’ First SECOND, the Principal Distributable Payment Amount for such Payment Date and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:Carryover Shortfall, if any; and (1iii) If an Event of Default has not occurred: (A) THIRD, on or prior to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 NotesOC Stabilization Date, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amountsas principal, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Target Overcollateralization Amount is reached. (b) On each Distribution Payment Date, the Trust Collateral Agent Indenture Trustee shall send to each Noteholder the statement provided to the Trust Collateral Agent Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution DateSECTION 4.10 hereof. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required Subject to be made to Noteholders SECTION 10.1 respecting the final payment upon retirement of each Note, and provided that the Indenture Trustee has received the applicable Servicer's Certificate, on any Distribution Date each Payment Date, the Indenture Trustee shall be made distribute to each Noteholder of record on the preceding Record Date the distributions required to be made to such Noteholders in accordance with the terms of the Related Documents either by (i) by wire transfer, in immediately available funds, funds to the account of such Holder holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder holds Notes representing at least $1,000,000 in Class A Notes as of the Closing Date, and if such Noteholder shall have provided to the Note Registrar Indenture Trustee appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in not later than the aggregate evidence a denomination of not less than $1,000,000 Determination Date, or (ii) by check mailed to such Noteholder at the address of such holder Holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) the Repurchase Premium, if any, deposited in the Collection Account pursuant to Section 5.6 with respect to such Distribution Date, shall be distributed on a pro rata basis in accordance with the outstanding principal amount of each class of Notes after giving effect to all distributions on that distribution date other than the Repurchase Premiums; and (iii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) First, to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero;; and (B2) Second, to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full; (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.taxing

Note Distribution Account. (a) On each No later than the Closing Date, the Trustee will establish and maintain with itself in its trust department a trust account, which shall not be interest-bearing, titled "TMS Residential Trust Note Distribution Date Account 1997-II," (based solely on the information contained "Note Distribution Account"). The Trustee shall, promptly upon receipt, deposit in the Servicer’s CertificateNote Distribution Account and retain therein: (i) the Trust Collateral Agent shall distribute all Available Remittance Amount (net of the amount of Monthly Advances and Compensating Interest deposited pursuant to subclause (ii) below), remitted by the Servicer; (ii) the Compensating Interest and the portion of the Monthly Advance allocable to the Class Adjusted Loan Remittance Rates remitted to the Trustee by the Servicer; (iii) [Reserved]; and (iv) amounts required to be paid by the Servicer pursuant to Section 7.08(e) in connection with losses on investments of amounts in the Note Distribution Account. (b) Amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid shall be withdrawn on the Notes for principal and interest in each Remittance Date by the following amounts and parties in the following order of priority: (i) accrued [Reserved]; (ii) by the Trustee, to make deposits in the FHA Premium Account pursuant to Section 7.03(a)(i); (iii) by the Trustee, or the Paying Agent on its behalf, to effect the applicable distributions described in Section 7.05(d); and unpaid interest also, in no particular order of priority: (iv) by the Trustee, to invest amounts on the Notes; provided that if there are not sufficient funds deposit in the Note Distribution Account in Permitted Instruments pursuant to Section 7.08; (v) by the Trustee, to pay on a monthly basis to the entire Servicer as additional servicing compensation interest paid and earnings realized on Permitted Instruments; (vi) by the Trustee, to withdraw any amount of accrued and unpaid interest then due on each Class of Notes, the amount not required to be deposited in the Note Distribution Account shall be applied or deposited therein in error; and (vii) by the Trustee, to clear and terminate the payment of such interest on each Class of Notes pro rata on Note Distribution Account upon the basis termination of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full; (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment terms of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 11.01 hereof. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesHolders of the Class A Notes the Class A Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes; (ii) The to the Holders of the Class B Notes, the Class B Noteholders’ First Principal ' Interest Distributable Amount Amount; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire Class B Interest Distributable Amount, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the amount of accrued and unpaid interest due on the Noteholders’ Second Principal Distributable Amount Class B Notes; (iii) any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed first to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B Notes, respectively, based upon the pro rata share as follows:represented by the relative outstanding Amount of each Class of Notes; (1) If an Event of Default has not occurred: (Aiv) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Class A Noteholders' Principal Distributable Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (Bv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out on each Distribution Date Class A Noteholders' Principal Distributable Amount until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero;; and (Cvi) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date Class A Noteholders' Principal Distributable Amount until the outstanding principal balance of the Class A-3 Notes is reduced to zero. (vii) to the holders of the Class B Notes, the Class B Noteholders' Principal Distributable Amount until the outstanding principal amount of the Class A-3 B Notes has been is reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) The rights of the Class B Noteholders to receive distributions in respect of the Class B Notes pursuant to Section 5.8(a)(ii) on a Payment Date shall be and hereby are subordinated to the payment of the amounts distributable pursuant to Section 5.8(a)(i). The rights of the Class B Noteholders to receive distributions in respect of the Class B Notes pursuant to Section 5.8(a)(vi) on a Payment Date shall be and hereby are subordinated to the payment of the amounts distributable pursuant to Sections 5.8(a)(i) through (v). At such time as the Class A Notes are paid in full and the Credit Enhancer has received payment in full for all amounts owed to the Credit Enhancer, the Class B Noteholders shall be entitled to exercise all rights granted to the Class A Noteholders under this Agreement to the extent that the exercise of such rights does not conflict with the provisions of the Spread Account Agreement. (c) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send to each Noteholder the statement provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date. (cd) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to that is legally owed by the Trust (but such authorization shall not prevent the Trust Collateral Agent Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Trustee may in its sole discretion withhold such amounts in accordance with this clause (cf). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (de) Distributions required to be made to Noteholders on any Distribution Payment Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if (i) such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Payment Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) such Noteholder is the Seller, or an Affiliate thereof, or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Definitive Notes have been issued pursuant to Section 3.13 of the Trust Agreement, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), distributions will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date ------------------------- (based solely on the information contained in the Preliminary Servicer’s 's Certificate) and each Insured Distribution Date (based solely on the information in the Servicer's Certificate), as applicable, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there -------- are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and any amounts deposited in the Noteholders’ Second Principal Distributable Amount Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, respectively, based upon the pro rata share as follows:represented by the relative --- ---- Outstanding Amount of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of the Class of Notes then entitled to receive distributions of principal. (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero; (Biv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero;; and (Cv) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal amount balance of the Class A-3 Notes has been is reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (cf). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on Payment Date, the information contained in the Servicer’s Certificate) the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesHolders of the Class A Notes the Class A Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes; (ii) The to the Holders of the Class B Notes, the Class B Noteholders’ First Principal ' Interest Distributable Amount; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire Class B Interest Distributable Amount, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class B Notes pro rata on the basis of the amount of accrued and unpaid interest due on the Class B Notes; (iii) any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Class A-1 Noteholders on account of the Class A-1 Prepayment Amount and to the Class A-2 Noteholders on account of the Class A-2 Prepayment Amount, pro rata, on the basis of the Class A-1 Prepayment Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows:Class A-2 Prepayment Amount; (1) If an Event of Default has not occurred: (Aiv) to the Holders of the Class A-1 Notes, the Class A Noteholders' Principal Distributable Amount until the outstanding principal balance of the Class A-1 Notes with is reduced to zero; and (v) to the total amount paid out Holders of the Class A-2 Notes, the Class A Noteholders' Principal Distributable Amount (as reduced by any distribution on each Distribution such Payment Date pursuant to (iv) above) until the outstanding principal balance of the Class A-2 Notes is reduced to zero; and (vi) to the holders of the Class B Notes, the Class B Noteholders' Principal Distributable Amount until the outstanding principal amount of the Class A-1 B Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) The rights of the Class B Noteholders to receive distributions in respect of the Class B Notes pursuant to Section 5.8(a)(ii) on a Payment Date shall be and hereby are subordinated to the payment of the amounts distributable pursuant to Section 5.8(a)(i). The rights of the Class B Noteholders to receive distributions in respect of the Class B Notes pursuant to Section 5.8(a)(vi) on a Payment Date shall be and hereby are subordinated to the payment of the amounts distributable pursuant to Sections 5.8(a)(i) through (v). At such time as the Class A Notes are paid in full and the Note Insurer has received payment in full for all amounts owed to the Note Insurer, the Class B Noteholders shall be entitled to exercise all rights granted to the Class A Noteholders under this Agreement to the extent that the exercise of such rights does not conflict with the provisions of the Spread Account Agreement. (c) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall send to each Noteholder the statement provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Payment Date. (cd) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to that is legally owed by the Trust (but such authorization shall not prevent the Trust Collateral Agent Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If If, after consultations with experienced counsel, the Trustee determines that there is a possibility reasonable likelihood that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Trustee may in its sole discretion withhold such amounts in accordance with this clause (cd). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (de) Distributions required to be made to Noteholders on any Distribution Payment Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if (i) such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Payment Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) such Noteholder is the Seller, or an Affiliate thereof, or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.12 of the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), distributions will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount any amounts deposited in the Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Noteholders’ Second Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal amount of each Class of Notes; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal amount of the Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer’s Certificate) Date, the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account, as such amounts on deposit in the Note Distribution Account are specified on the Monthly Servicer's Certificate, to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and any amounts deposited in the Noteholders’ Second Principal Distributable Amount Note Distribution Account with respect to the Note Prepayment Amount, shall be distributed to the Holders of the Class A-1 Notes and the Class A-2 Notes as follows:a principal payment. The principal payments will be applied sequentially to the Class A-1 Notes and the Class A-2 Notes, in that order, until the respective principal amount of such Class of Notes has been paid in full. No principal will be paid on the Class A-2 Notes until the principal of the Class A-1 Notes has been paid in full. (1) If an Event of Default has not occurred: (Aiii) to the Holders of the Class A-1 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount until the outstanding principal amount balance of the Class A-1 Notes has been is reduced to zero;; and (Biv) to the Holders of the Class A-2 Notes with Notes, the total amount paid out on each Distribution Date Noteholders' Principal Distributable Amount until the outstanding principal amount balance of the Class A-2 Notes has been is reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Master Servicer pursuant to Section 5.10 5.11 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s 's payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The parties hereto hereby agree to provide to the Trust Collateral Agent the information any such party may have, if any, with respect to any such withholding tax. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to that is legally owed by the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforetherefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s 's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) or, if not, by check mailed to such Noteholder at the address of such holder appearing in the Note Register; provided, however, that, unless Definitive Notes have been issued pursuant to Section 3.13 of the Trust Agreement, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), distributions will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) and each Insured Distribution Date (based solely on the information in the Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-2 Notes has been reduced to zero; (C3) to the Holders of the Class A-3 Notes, Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 Notes has been reduced to zero;; and (2) After the occurrence of an Event of Default: (A4) to the Holders of the Class A-1 A-4 Notes until the outstanding principal amount balance of the Class A-1 A-4 Notes has been is reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;. (b) On each Insured Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Insured Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date or any Insured Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required Back to Contents by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders the Noteholder in respect of the Notes Note to the extent of amounts due and unpaid on the Notes Note for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesNoteholder, the Noteholder's Interest Distributable Amount; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notesthe Note, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on among the basis Holders of the amount of accrued and unpaid interest due on each Class of NotesNote; (ii) The Noteholders’ First to the Noteholder, in reduction of the Invested Amount, the Noteholder's Principal Distributable Amount and plus any Noteholder's Principal Carryover Shortfall to pay principal on the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date Note until the outstanding principal amount of the Class A-1 Notes Note has been reduced to zero; (B) ; PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount then due on the Note, the amount in the Note Distribution Account shall be applied to the payment of such principal pro rata among the Holders of the Class A-2 Notes with Note; (iii) to the total amount paid out on each Noteholder, the Additional Principal Payment Amount, PROVIDED that if there are not sufficient funds in the Note Distribution Date until Account to pay the aggregate outstanding principal amount of the Class A-2 Notes has been reduced Note, the amount in the Note Distribution Account shall be applied to zero; (C) to the payment of such principal pro rata among the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero;Note; and (2) After the occurrence of an Event of Default: (Aiv) to the Holders of Noteholder, any other amounts due the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) Noteholder pursuant to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Basic Documents. (b) On each Distribution Settlement Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each the Controlling Party and the Noteholder the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 SECTION 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); PROVIDED HOWEVER, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this SECTION 5.8(b) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority: (i) accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 Notes has been reduced to zero; (B2) to the Holders of the Class A-2 A-2-A Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of and the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 A-2-B Notes, pro rata, with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-3 A-2-A Notes and the Class A-2-B Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A3) to the Holders of the Class A-1 A-3-A Notes and the Class A-3-B Notes, pro rata, with the total amount paid out on each Distribution Date until the outstanding principal amount balance of the Class A-1 A-3-A Notes and the Class A-3-B Notes has been reduced to zero;; and (B4) to the Holders of the Class A-2 A-4-A Notes and the Holders Class A-4-B Notes, pro rata, until the outstanding principal balance of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until A-4-A Notes and the Class A-2 A-4-B Notes and Class A-3 Notes have been paid in full;is reduced to zero. (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each No later than the Closing Date, the Trustee will establish and maintain with itself in its trust department a trust account, which shall not be interest-bearing, titled "TMS Residential Trust Note Distribution Date Account 1997-I," (based solely on the information contained "Note Distribution Account"). The Trustee shall, promptly upon receipt, deposit in the Servicer’s CertificateNote Distribution Account and retain therein: (i) the Trust Collateral Agent shall distribute all Available Remittance Amount (net of the amount of Monthly Advances and Compensating Interest deposited pursuant to subclause (ii) below), remitted by the Servicer; (ii) the Compensating Interest and the portion of the Monthly Advance allocable to the Class Adjusted Loan Remittance Rates remitted to the Trustee by the Servicer; (iii) Reserved; and (iv) amounts required to be paid by the Servicer pursuant to Section 7.08(e) in connection with losses on investments of amounts in the Note Distribution Account. (b) Amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid shall be withdrawn on the Notes for principal and interest in each Remittance Date by the following amounts and parties in the following order of priority: (i) accrued Reserved; (ii) by the Trustee, to make deposits in the FHA Premium Account pursuant to Section 7.03(a)(i); (iii) by the Trustee, or the Paying Agent on its behalf, to effect the applicable distributions described in Section 7.05(d); and unpaid interest also, in no particular order of priority: (iv) by the Trustee, to invest amounts on the Notes; provided that if there are not sufficient funds deposit in the Note Distribution Account in Permitted Instruments pursuant to Section 7.08; (v) by the Trustee, to pay on a monthly basis to the entire Servicer as additional servicing compensation interest paid and earnings realized on Permitted Instruments; (vi) by the Trustee, to withdraw any amount of accrued and unpaid interest then due on each Class of Notes, the amount not required to be deposited in the Note Distribution Account shall be applied or deposited therein in error; and (vii) by the Trustee, to clear and terminate the payment of such interest on each Class of Notes pro rata on Note Distribution Account upon the basis termination of the amount of accrued and unpaid interest due on each Class of Notes; (ii) The Noteholders’ First Principal Distributable Amount and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the Holders of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full; (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment terms of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 11.01 hereof. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Settlement Date (based solely on the information contained in the Servicer’s 's Certificate) ), the Trust Collateral Agent Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest interest, and to the Note Purchaser in respect of other amounts due and owing under the Basic Documents, in the following amounts and in the following order of priority: (i) accrued and unpaid interest on to the NotesNoteholders, the Noteholders' Interest Distributable Amount; provided PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each Class the Note, the amount in the Note Distribution Account shall be applied to the payment of such interest pro rata among the Holders of the Notes; (ii) to the Noteholders, in reduction of the Invested Amount, the Noteholders' Principal Distributable Amount to pay principal on the Notes until the outstanding principal amount of the Notes have been reduced to zero; PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount then due on the Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on each Class of Notes principal pro rata on among the basis Holders of the amount of accrued and unpaid interest due on each Class of Notes; (iiiii) The to the Noteholders’ First Principal Distributable Amount , in reduction of the Invested Amount, in an amount necessary to cover any Margin Call; (iv) to the Note Purchaser, the Commitment Fee; (v) to the Note Purchaser, if such Settlement Date occurs on or after the Minimum Placement Fee Payment Date, the Minimum Placement Fee; and (vi) sequentially, to the Note Purchaser and the Noteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) , in that order, any other amounts due the Note Purchaser and the Noteholders, respectively, pursuant to the Holders any of the Class A-1 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-2 Notes has been reduced to zero; (C) to the Holders of the Class A-3 Notes, with the total amount paid out on each Distribution Date until the outstanding principal amount of the Class A-3 Notes has been reduced to zero; (2) After the occurrence of an Event of Default: (A) to the Holders of the Class A-1 Notes until the outstanding principal amount of the Class A-1 Notes has been reduced to zero; (B) to the Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on a pro rata basis, based upon their respective outstanding principal amounts, until the Class A-2 Notes and Class A-3 Notes have been paid in full;Basic Documents. (b) On each Distribution Settlement Date, the Trust Collateral Agent Trustee shall send provide or make available electronically (or, upon written request, by first class mail or facsimile) to each Noteholder the Noteholders and the Note Purchaser the statement or statements provided to the Trust Collateral Agent Trustee by the Servicer pursuant to Section 5.10 SECTION 5.9 hereof on such Distribution Settlement Date. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder); PROVIDED HOWEVER, the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder Trustee shall have provided no obligation to provide such information described in this SECTION 5.8(B) until it has received the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in requisite information from the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureServicer. (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.