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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (viiviii), and (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________xxx.xxxxxxxx.xxx/xxx, which posting will be accessible to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii5.7(b)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv5.7(b)(iv), (v), (vii), (xi) and (xivxi), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes and Class A-2 Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix5.7(b)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________www.jpmorgan.com/absmbs, which posting will be accessible to each Noteholder [and to the Insurer]Notexxxxxx xxx xx xxx Xxxxxer, the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related 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 has 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 NoteholderNoteholder at the address of such Holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided PROVIDED that if such amount is insufficient 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 will 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 Notes; (ii) 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-A Notes. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class A-2-B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v)the Class A-3 Notes and the Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal balance of each Class of Notes; PROVIDED, (vii), (xi) and (xiv), that if the aggregate remaining amount in the following order Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of prioritythe Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 A-2-A Notes and the 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 Notes] A-2-A Notes and Class A-2-B Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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 Notes; (ii) 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 A-1A Notes. - From amounts transferred pursuant , the Class A-1B Notes, the Class A-2A Notes, the Class A-2B Notes, the Class A-3 Notes, the Class A-4 Notes and the Class X- 0 Notes based upon the pro rata share as 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 Section 5.7(a)(viii)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, accrued to the "wide window", "pay-through" Class A-5 Notes and unpaid interest to the Sequential Pay Notes on the other hand as follows: (A) 11% to be allocated to the Holders of the Class B Notes. - From amounts transferred pursuant A-5 Notes until the outstanding principal balance of the Class A-5 Notes is reduced to Section 5.7(a)(iv), zero; and (v), (vii), (xiB) 89% on each Distribution Date until the A-5 Notes are paid in full and (xiv), in thereafter 100% to the following order Holders of prioritythe Sequential Pay Notes to be allocated: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until split pro rata between the Class A-1A Notes and the Class A-1B Notes based on their outstanding principal balance balances of the [Class A-1 Notes] has A-1A Notes and the Class A-1B Notes have been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], A-2A Notes and the Class A-2B Notes with the total amount paid out on each Distribution Date to be split pro rata between the Class A-2A Notes and the Class A-2B Notes based on their outstanding principal balances until the outstanding principal balance balances of the [Class A-2 Notes] has A-2A Notes and the Class A-2B Notes have been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date Notes until the outstanding principal balance of the [Class A-3 Notes] has been Notes is reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - • From amounts transferred pursuant to Section 5.7(a)(iii5.7(a)(iv), accrued and unpaid interest on the Class A Notes; provided provided, however, that if such amount is insufficient 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 will 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. - • From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv5.7(a)(v), (vvi), (viiix), (xi) and (xivxii), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], pro rata among the holders of the Class A-2a Notes and the Class A-2b Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], pro rata among the holders of the Class A-3a Notes and the Class A-3b Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], pro rata among the holders of the Class A-4a Notes and the Class A-4b Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, however, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________hxxx://xxx.xx.xxxxxxxxxx.xxx., which posting will be accessible to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________xxx.xxxxxxxx.xxx/xxx, which posting will be accessible to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related preceding Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (viiviii), and (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________www.jpmorgan.com/sfr, which posting will be accessible to each Noteholder [and to the Nxxxxxxxxx xxx xx xxx Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient -------- 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 will 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. - From ; (ii) any amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), deposited in the following order of priority: (1) Note Distribution Account with respect to the holders Note Prepayment Amount, shall be distributed to the Holders of the [Class A-1 Notes], the total Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, based upon the pro rata share as represented by the relative Outstanding Amount of each Class of Notes; provided, that if the aggregate remaining amount paid out on each Distribution Date until 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) to the Holders of the Class A-1 Notes] has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until Noteholders' Principal Distributable Amount and the outstanding principal balance of the [Class A-2 Notes] has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, Accelerated Principal Amount until the outstanding principal balance of the Class B A-1 Notes is reduced to zero. provided, that after ; (iv) to the acceleration Holders of the Class A-2 Notes, the Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal balance of the Class A-2 Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing is reduced to zero; (v) to the Indenture Trustee pursuant to Section 6.7 Holders of the IndentureClass A-3 Notes, first the Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal balance of the Class A-3 Notes is reduced to zero; and (vi) to the [Holders of the Class A-1 A-4 Notes] , the Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the [Class A-1 Notes] have been paid in full, second to the other Classes outstanding principal balance of Class A Notes pro rata until they are paid in full, and third, to the Class B NotesA-4 Notes is reduced to zero. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 therefor, 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), ; (v), (vii), (xiii) and (xiv), in the following order of priorityThe Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From ; (ii) any amounts transferred pursuant deposited in the Note Distribution Account with respect to Section 5.7(a)(viii)the Note Prepayment Amount, accrued and unpaid interest on shall be distributed to the Holders of the Class B A-1 Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v)the Class A-2 Notes, (vii)the Class A-3 Notes and the Class A-4 Notes based upon the pro rata share as represented by the --- ---- relative outstanding principal balance of each Class of Notes; provided, (xi) and (xiv), that if the aggregate remaining amount in the following order Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of prioritythe Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - • From amounts transferred pursuant to Section 5.7(a)(iii5.7(a)(iv), accrued and unpaid interest on the Class A Notes; provided provided, however, that if such amount is insufficient 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 will 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. - • From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv5.7(a)(v), (vvi), (viiix), (xi) and (xivxii), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, however, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________hxxx://xxx.xx.xxxxxxxxxx.xxx., which posting will be accessible to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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) the Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From ; (ii) any amounts transferred pursuant deposited in the Note Distribution Account with respect to Section 5.7(a)(viii)the Note Prepayment Amount, accrued and unpaid interest on shall be distributed to the Holders of the Class B A-1 Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v)the Class A-2 Notes, (vii)the Class A-3 Notes and the Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal amount of each Class of Notes; provided, (xi) and (xiv), that if the aggregate remaining amount in the following order Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal amount of prioritythe Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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) the Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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 Notes; (ii) any Note Prepayment Amount, shall be distributed to the Holders of the Class A A-1 Notes. - From , the Class A-2 Notes, the Class A-3 Notes and the 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) to the payment of amounts transferred pursuant to Section 5.7(a)(viii), accrued due and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), Notes for principal in the following order of priority: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; ; (3) to the holders Holders of the [Class A-3 Notes], with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], Insurer the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will Trust Collateral Agent shall not be liable for any interest thereon.. Back to Contents

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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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 Notes; (ii) represented by the relative outstanding principal balance of each Class A of Notes. - From amounts transferred pursuant ; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to Section 5.7(a)(viii), accrued and unpaid interest on reduce the outstanding principal balance of the Class B Notes. - From amounts transferred pursuant of Notes then entitled to Section 5.7(a)(iv), receive distributions of principal; (v), (vii), (xiiii) and (xiv), in the following order of priorityThe Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - • From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided provided, however, that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - • From amounts transferred pursuant to Section 5.7(a)(iv), (v), (viiviii), and (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, however, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________hxxx://xxx.xx.xxxxxxxxxx.xxx., which posting will be accessible to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), ; (v), (vii), (xiii) and (xiv), in the following order of priorityThe Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 A-2-A Notes and the 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 Notes] A-2-A Notes and the Class A-2-B Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class A-4-A Notes and the Class A-4-B Notes, pro rata, until the outstanding principal balance of the Class A-4-A Notes and the Class A-4-B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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) the Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest ; (ii) outstanding principal on the Class B Notes. - From , such amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), be paid in accordance with the following order of priority: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders 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 balance of the [Class A-3 Notes] has A-3-A Notes and Class A-3-B Notes have been reduced to zero; and (4) to the holders Holders of the [Class A-4 A-4-A Notes and Class A-4-B Notes], pro rata, with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is A-4-A Notes and Class A-4-B Notes has been reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From ; (ii) any amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), deposited in the following order of priority: (1) Note Distribution Account with respect to the holders Note Prepayment Amount, shall be distributed to the Holders of the [Class A-1 Notes], the total Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes, respectively, based upon the pro rata share as represented by the relative Outstanding Amount of each Class of Notes; provided, that if the aggregate remaining amount paid out on each Distribution Date until 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) to the Holders of the Class A-1 Notes] has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until Noteholders' Principal Distributable Amount and the outstanding principal balance of the [Class A-2 Notes] has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, Accelerated Principal Amount until the outstanding principal balance of the Class B A-1 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From ; (ii) any amounts transferred pursuant deposited in the Note Distribution Account with respect to Section 5.7(a)(viii)the Note Prepayment Amount, accrued and unpaid interest on shall be distributed to the Holders of the Class B A-1 Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v)the Class A-2 Notes, (vii)the Class A-3 Notes and the Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal balance of each Class of Notes; provided, (xi) and (xiv), that if the aggregate remaining amount in the following order Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal balance of prioritythe Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (viiviii), and (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________http://www.sf.citidirect.com., which posting will be accessible to each Noteholder [and to the tx xxxx Xxxxxxxxxx xxx xx xxx Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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) the Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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 Notes; (ii) [any Note Prepayment Amount, shall be distributed to the Holders of the Class A A-1 Notes. - From , the Class A-2 Notes, the Class A-3 Notes and the 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) to the payment of amounts transferred pursuant to Section 5.7(a)(viii), accrued due and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), Notes for principal in the following order of priority: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], Insurer the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (viiviii), and (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________http://www.sf.citidirect.com., which posting will be accessible to each Noteholder [and to the xx xxxx Xxxxxxxxxx xxx xx xxe Insurer], the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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) the Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest ; (ii) outstanding principal on the Class B Notes. - From , such amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), be paid in accordance with the following order of priority: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders 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 Notes] A-2-A Notes and Class A-2-B Notes has been reduced to zero; (3) to the holders 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 balance of the [Class A-3 Notes] A-3-A Notes and Class A-3-B Notes has been reduced to zero; and (4) to the holders Holders of the [Class A-4 A-4-A Notes and Class A-4-B Notes], pro rata, with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is A-4-A Notes and Class A-4-B Notes has been reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From ; (ii) any amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), deposited in the following order of priority: (1) Note Distribution Account with respect to the holders Note Prepayment Amount, shall be distributed to the Holders of the [Class A-1 Notes], the total Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, based upon the pro rata share as represented by the relative --- ---- Outstanding Amount of each Class of Notes; provided, that if the aggregate remaining amount paid out on each Distribution Date until 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) to the Holders of the Class A-1 Notes] has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until Noteholders' Principal Distributable Amount and the outstanding principal balance of the [Class A-2 Notes] has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, Accelerated Principal Amount until the outstanding principal balance of the Class B A-1 Notes is reduced to zero. provided, that after ; (iv) to the acceleration Holders of the Class A-2 Notes, the Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal balance of the Class A-2 Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing is reduced to zero; (v) to the Indenture Trustee pursuant to Section 6.7 Holders of the IndentureClass A-3 Notes, first the Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the outstanding principal balance of the Class A-3 Notes is reduced to zero; and (vi) to the [Holders of the Class A-1 A-4 Notes] , the Noteholders' Principal Distributable Amount and the Accelerated Principal Amount until the [Class A-1 Notes] have been paid in full, second to the other Classes outstanding principal balance of Class A Notes pro rata until they are paid in full, and third, to the Class B NotesA-4 Notes is reduced to zero. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 therefor, 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant and in the following order of priority: (i) to Section 5.7(a)(iii), the Holders of the Notes (pro rata to each class of Notes on the basis of the accrued and unpaid interest on thereon) the Class A NotesInterest Distributable Amount; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), in the following order of priority:; (1ii) to the holders Holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, A Noteholders' Principal Distributable Amount until the outstanding principal balance of the Class B A-1 Notes is reduced to zero. provided, that after ; (iii) to the acceleration Holders of the Class A-2 Notes, the Class A Noteholders' Principal Distributable Amount (as reduced by any distribution on such Payment Date pursuant to clause (ii) above) until the outstanding principal balance of the Class A-2 Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing is reduced to zero; (iv) to the Indenture Trustee Holders of the Class A-3 Notes, the Class A Noteholders' Principal Distributable Amount (as reduced by any distribution pursuant to Section 6.7 clauses (ii) and (iii) above) until the outstanding principal balance of the Indenture, first class A-3 Notes is reduced to zero; and (v) to the [Holders of the Class A-1 A-4 Notes] , the Class A Noteholders' Principal Distributable Amount (as reduced by any distribution on such Payment Date pursuant to clause (ii) above) until the [Class A-1 Notes] have been paid in full, second to the other Classes outstanding principal balance of Class A Notes pro rata until they are paid in full, and third, to the Class B NotesA-4 Notes is reduced to zero. (b) On each Distribution Payment Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture 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 payment (or allocations of income) to a Noteholder, such tax will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred5. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will Trust Collateral Agent shall distribute all amounts on deposit in the Note Distribution Account to Noteholders Holders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued ; (ii) The Noteholders’ First Principal Distributable Amount and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), in the following order of priorityNoteholders’ Second Principal Distributable Amount shall be distributed as follows: (1) If an Event of Default has not occurred: (A) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance amount of the [Class A-1 Notes] Notes has been reduced to zero; (2B) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance amount of the [Class A-2 Notes] Notes has been reduced to zero; (3C) to the holders Holders of the [Class A-3 Notes], with the total amount paid out on each Distribution Date until the outstanding principal balance amount of the [Class A-3 Notes] Notes has been reduced to zero; and; (42) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following After the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing Default: (A) to the Indenture Trustee pursuant to Section 6.7 Holders of the Indenture, first 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-1 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-1 Notes] A-2 Notes and Class A-3 Notes have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes.; (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], Holder the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder Holder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders Holders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will Holder shall be treated as cash distributed to such Noteholder Holder 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder Holder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder Holder in making such claim so long as such Noteholder Holder agrees to reimburse the Indenture Trustee Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders Holders on any Distribution Date will shall be made to each Noteholder Holder of record on the related 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 Holder 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 NoteholderHolder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From ; (ii) any amounts transferred pursuant deposited in the Note Distribution Account with respect to Section 5.7(a)(viii)the Note Prepayment Amount, accrued and unpaid interest on shall be distributed to the Holders of the Class B A-1 Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v)the Class A-2 Notes, (vii)the Class A-3 Notes and the Class A-4 Notes based upon the pro rata share as represented by the relative outstanding principal amount of each Class of Notes; provided, (xi) and (xiv), that if the aggregate remaining amount in the following order Pre-Funding Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal amount of prioritythe Class of Notes then entitled to receive distributions of principal; (iii) The Principal Distributable Amount shall be distributed as follows: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders Holders of the [Class A-3 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders Holders of the Class B Notes, A-4 Notes until the outstanding principal balance of the Class B A-4 Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Insured Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will or any Insured Distribution Date shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will Trust Collateral Agent shall not be liable for any interest thereon.

Note Distribution Account. (a) On each Distribution Payment Date (based solely on the information contained in the Servicer's Certificate) the Indenture Trustee will distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Class A Notes to the extent of amounts due and unpaid on the Class A Notes for principal and interest in the following amounts: - : (i) From amounts transferred pursuant to Section 5.7(a)(iii5.7(b)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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) From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv5.7(b)(v), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Payment Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Payment Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero;; and (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Payment Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Class A Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Class A Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indentureabove, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, and second to the other Classes of Class A A-2 Notes and Class A-3 Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On the Mandatory Redemption Date, the Indenture Trustee shall, based on the information set forth in the related Servicer's Certificate, withdraw any remaining funds on deposit in the Pre-Funding Account (other than Investment Earnings) and pay as a payment of principal an amount equal to the amount of such funds to each Distribution Class of Notes on a pro rata basis (based on the original Outstanding Amount of each Class of Class A Notes as a fraction of the original Outstanding Amount of all Classes of Class A Notes); provided that if the pro rata portion of such amount payable to any Class of Notes exceeds the aggregate Outstanding Amount of such Class of Class A Notes, such excess shall be distributed to each other Class of Class A Notes on a pro rata basis; and provided further that if the aggregate amount of such funds is less than or equal to $100,000, the Indenture Trustee shall pay an amount equal to the amount of such funds to the Holders of the Class A Notes in sequential order of priority beginning with the Class A-1 Notes. (c) On each Payment Date, the Indenture Trustee will post on its website at _______________www.jpmorgan.com/absmbs, which posting will be accessible to each Noteholder [and to the Insurer]Notexxxxxx xxx xx xxx Xxxxxer, the statement provided to the Indenture Trustee by the Servicer pursuant to Section 5.10 5.9 hereof on such Distribution Payment Date. (cd) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture 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 will be made to each Noteholder of record on the related 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 has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder's Class A Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such NoteholderNoteholder at the address of such Holder appearing in the Note Register. Notwithstanding the foregoing, as provided the final distribution in respect of any Note (whether on the Final Scheduled 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 2.7 2.4 of the Indenture. (ef) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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 Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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. - From amounts transferred pursuant to Section 5.7(a)(viii), accrued and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), in the following order of priority: (1) to the holders of the [Class A-1 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders of the [Class A-2 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero; (3) to the holders of the [Class A-3 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] Notes until the [Class A-1 Notes] Notes have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________www.jpmorgan.com/sfr, which posting will be accessible to each Noteholder [and to the Insurer]Noteholxxx xxx xx xxx Xxxxxer, the statement provided to the Indenture Trustee 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 will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the 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 will 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-U.S. US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the related Record Date either by wire transfer, or by check mailed to such Noteholder, as provided in Section 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee 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 Indenture Trustee will 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) the Indenture Trustee will 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: - From amounts transferred pursuant to Section 5.7(a)(iii), and in the following order of priority: (i) accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient 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 will 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 Notes; (ii) 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 A-1 Notes. - From , the Class A-2 Notes and the Class A-3 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 Revolving Account is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal amount of the Class A-1 Notes; (iii) After the Revolving Period has terminated, to the payment of amounts transferred pursuant to Section 5.7(a)(viii), accrued due and unpaid interest on the Class B Notes. - From amounts transferred pursuant to Section 5.7(a)(iv), (v), (vii), (xi) and (xiv), Notes for principal in the following order of priority: (1) to the holders Holders of the [Class A-1 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-1 Notes] Notes has been reduced to zero; (2) to the holders Holders of the [Class A-2 Notes], Notes with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-2 Notes] Notes has been reduced to zero;; and (3) to the holders Holders of the [Class A-3 Notes], with the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-3 Notes] Notes has been reduced to zero; and (4) to the holders of the [Class A-4 Notes], the total amount paid out on each Distribution Date until the outstanding principal balance of the [Class A-4 Notes] is reduced to zero. - From amounts transferred pursuant to section 5.7(a)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the [Class A-1 Notes] until the [Class A-1 Notes] have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at _______________, which posting will be accessible Trust Collateral Agent shall send to each Noteholder [and to the Insurer], the statement provided to the Indenture Trustee 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 will shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8Section. The Indenture Trustee Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will shall not prevent the Indenture Trustee 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 will 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-U.S. US Noteholder), the Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this Section 5.8(cclause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 will shall be made to each Noteholder of record on the related 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 NoteholderNoteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, as provided 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 2.7 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8section, monies received by the Indenture Trustee 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 Indenture Trustee will Trust Collateral Agent shall not be liable for any interest thereon.