Common use of Regular Distributions Clause in Contracts

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) to the payment of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees; (3) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period); (4) pro rata, to the payment of (i) Class A Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class A Notes; (5) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes; (6) a deposit to the Class A Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class A Liquidity Reserve Target Amount and (ii) the balance in the Class A Liquidity Reserve Account; (7) to the Class Accounts for the Class A Notes, their Minimum Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (8) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period); (9) pro rata, to the payment of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes; (10) to the Transition Expense Account, an amount sufficient to cause the amount on deposit therein to equal the Required Transition Expense Amount; (11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes; (12) a deposit to the Class B Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Account; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes); (14) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all Series; and (31) to Issuer, all remaining amounts, which may be distributed to the Beneficial Owner.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Manager Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodManagement Agreement); (4) pro rata, to based on the payment of amount due, (i) Class A to the Series Accounts, all current and past due interest on the Outstanding Notes of each Series, other than current or past due Additional Interest, (ii) to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Providers, (iii) to each Hedge Provider, all Senior Hedge Payments, and (iiiv) reimbursement to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) to first, reimburse or repay pro ratarata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, to and second, deposit in the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes; (6) a deposit to the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (6) to the Series Accounts, the Scheduled Principal Payment Amounts on all Series of Outstanding Notes entitled thereto, first to the earliest issued Series, and second, within each Series, to each Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same Class; (7) to the Class Accounts Series Accounts, for the Class A payment of the Outstanding Principal Balance of all Rapid Amortization Notes, sequentially among each Rapid Amortization Series in order of their Minimum Principal Payment Amountsissuance date, allocated and within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Class A Notes in accordance with the Series Allocation Rulessame Class; (8) pro rataif an Early Amortization Event has occurred and is then continuing, to the Series Accounts, for the payment of (i) applicable Enhancement Premium owing an amount equal to any Series Enhancer in respect the Outstanding Principal Balance of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B the Equipment Notes (at after the related Class B Interest Rate), payments in clauses (6) and (iii7) Series Enhancer Expenses owing above, pro rata according to a Series Enhancer in respect the Outstanding Principal Balance of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period)all Equipment Notes; (9) pro ratato the Series Accounts, to the payment of (i) Class B Interestall current and past due Additional Interest due on the Equipment Notes, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notespro rata based on the amount due; (10) to the Transition Expense AccountSeries Accounts, an amount sufficient the payment of any Redemption Premium owing to cause the Holders of the Equipment Notes, pro rata based on the amount on deposit therein to equal the Required Transition Expense Amountdue; (11) pro rata, to the Hedge Providers for the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B NotesSubordinated Hedge Payments, pro rata based on the amount due; (12) a deposit to the Class B Liquidity Reserve Account equal Initial Purchasers, for the payment of any indemnities of the Issuer payable to the positive difference (if any) between (i) Initial Purchasers, pro rata based on the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Accountamount due; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes); (14) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all SeriesIssuer; and (3114) to the Issuer, all remaining amounts, which may be distributed to the Beneficial OwnerMember.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Manager Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodManagement Agreement); (4) pro rata, to based on the payment of amount due, (i) Class A to the Series Accounts, all current and past due interest on the Outstanding Notes of each Series, other than current or past due Additional Interest, (ii) to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Providers, (iii) to each Hedge Provider, all Senior Hedge Payments, and (iiiv) reimbursement to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) to first, reimburse or repay pro ratarata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, to and second, deposit in the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes; (6) a deposit to the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (6) to the Series Accounts, the Scheduled Principal Payment Amounts on all Series of Outstanding Notes entitled thereto, first to the earliest issued Series, and second, within each Series, to each Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same Class; (7) to the Class Accounts Series Accounts, for the Class A payment of the Outstanding Principal Balance of all Rapid Amortization Notes, sequentially among each Rapid Amortization Series in order of their Minimum Principal Payment Amountsissuance date, allocated and within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Class A Notes in accordance with the Series Allocation Rulessame Class; (8) pro rataif an Early Amortization Event has occurred and is then continuing, to the Series Accounts, for the payment of (i) applicable Enhancement Premium owing an amount equal to any Series Enhancer in respect the Outstanding Principal Balance of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B the Equipment Notes (at after the related Class B Interest Ratepayments in clauses (6) and (7) above), and (iii) Series Enhancer Expenses owing pro rata according to a Series Enhancer in respect the Outstanding Principal Balance of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period)all Equipment Notes; (9) pro ratato the Series Accounts, to the payment of (i) Class B Interestall current and past due Additional Interest due on the Equipment Notes, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notespro rata based on the amount due; (10) to the Transition Expense AccountSeries Accounts, an amount sufficient the payment of any Redemption Premium owing to cause the Holders of the Equipment Notes, pro rata based on the amount on deposit therein to equal the Required Transition Expense Amountdue; (11) pro rata, to the Hedge Providers for the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B NotesSubordinated Hedge Payments, pro rata based on the amount due; (12) a deposit to the Class B Liquidity Reserve Account equal Initial Purchasers, for the payment of any indemnities of the Issuer payable to the positive difference (if any) between (i) Initial Purchasers, pro rata based on the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Accountamount due; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes); (14) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all SeriesIssuer; and (3114) to the Issuer, all remaining amounts, which may be distributed to the Beneficial OwnerMember.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount will be applied in the following order of priority, and in each case after the payment of any related Railroad Mileage Credit reimbursements: (1) to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees; (3) pro rata, to the payment repayment of any outstanding Manager Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodManagement Agreement); (4) pro rata, to the Equipment Note Account for further payment of (i) Class A Interestby the Indenture Trustee to the Noteholders, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class A Notesthe Stated Interest Amount; (5) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes; (6) a deposit to the Class A Liquidity Reserve Account in an amount equal to the positive difference (if any) between (i) the Class A Liquidity Reserve Target Amount and (ii) the balance in the Class A Liquidity Reserve Account; (6) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Scheduled Principal Payment Amount; (7) to the Class Accounts Equipment Note Account for further payment by the Class A NotesIndenture Trustee to the Noteholders, their Minimum Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation RulesAdditional Interest Amount; (8) pro rata, to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the amount of (i) applicable Enhancement any Redemption Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period)Holders; (9) pro rataif an Early Amortization Event shall have occurred and be continuing, to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B the Equipment Notes; (10) to the Transition Expense Account, an amount sufficient payment of any indemnities of the Issuer payable to cause the amount on deposit therein to equal the Required Transition Expense AmountPurchaser; (11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes; (12) a deposit to the Class B Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Account; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes); (14) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all SeriesIssuer; and (3112) to the Issuer, all remaining amounts, which may be distributed to the Beneficial OwnerMember.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount will be applied in the following order of priority, and in each case after the payment of any related Railroad Mileage Credit reimbursements: (1) to the payment of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees; (3) pro rata, to the payment repayment of any outstanding Manager Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodManagement Agreement); (4) pro rata, to the Equipment Note Account for further payment of (i) Class A Interestby the Indenture Trustee to the Noteholders, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class A Notesthe Stated Interest Amount; (5) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes; (6) a deposit to the Class A Liquidity Reserve Account in an amount equal to the positive difference (if any) between (i) the Class A Liquidity Reserve Target Amount and (ii) the balance in the Class A Liquidity Reserve Account; (6) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Scheduled Principal Payment Amount; (7) to the Class Accounts Equipment Note Account for further payment by the Class A NotesIndenture Trustee to the Noteholders, their Minimum Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation RulesAdditional Interest Amount; (8) pro rata, to the Equipment Note Account for further payment of (i) applicable Enhancement Premium owing by the Indenture Trustee to any Series Enhancer in respect of Class B Notesthe Noteholders, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period); (9) pro rata, to the payment of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes; (10) to the Transition Expense Account, an amount sufficient to cause the amount on deposit therein to equal the Required Transition Expense Amount; (11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes; (12) a deposit to the Class B Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Account; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes); (14) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption or early prepayment premium owing to the holders Holders; (9) if an Early Amortization Event shall have occurred and be continuing, to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of the Class A Equipment Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (2210) to the payment of any redemption or early prepayment premium owing indemnities of the Issuer payable to the holders of the Class B NotesPurchaser; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (2711) to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all SeriesIssuer; and (3112) to the Issuer, all remaining amounts, which may be distributed to the Beneficial OwnerMember.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 and 3.04 have been made, the Available Collections Amount (excluding any Net Disposition Proceeds on deposit in the Collections Account as of the Determination Date, which amounts shall be applied pursuant to clause (c) below after giving effect to the application of all amounts pursuant to this clause (a)) will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) pro rata, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, plus applicable Taxes (to the extent such Taxes are payable by the Issuer to the Service Providers under the Service Provider Agreements), pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Servicer Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodServicing Agreement); (4) pro rata, to based on the payment of amount due, (i) to the applicable Series Accounts for the Class A Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class A Equipment Notes of each Series, other than current or past due Additional Interest, and (ii) reimbursement to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Facility Providers, (iii) to each Hedge Provider, all Senior Hedge Payments and (iv) to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) pro ratarata based on the amount due, to the payment applicable Series Accounts for the Class B Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class B Equipment Notes of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Noteseach Series, other than current or past due Additional Interest; (6) a to first, reimburse or repay pro rata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, and second, deposit to in the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (7) to the Class applicable Series Accounts for the Class A Equipment Notes, their Minimum the Scheduled Principal Payment Amounts, allocated among the Amounts on all Series of Outstanding Class A Equipment Notes entitled thereto, first, to the Outstanding Class A Equipment Notes of the earliest issued Series and then to subsequent Series in accordance with chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Series Allocation Rulessame numerical Class; (8) pro rata, to pay or reimburse the Servicer for costs of Optional Modifications made or incurred on behalf of the Issuer (as determined by the Administrator and delivered in writing to the payment Indenture Trustee) to the extent not paid as Ordinary Course Expenses or from any other available source of revenues of the Issuer (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate“Servicer Optional Modification Expense”), and (iii) Series Enhancer Expenses owing up to a Series Enhancer in an aggregate amount with respect of Class B Notes (with the amount of to all such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodtwo percent (2.00%) of the Initial Appraised Value of all Portfolio Railcars (such amount, the “Servicer Optional Modification Cap”); (9) pro ratato the applicable Series Accounts for the Class A Equipment Notes, to for the payment of (i) the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B InterestA Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes9); (10) if an Early Amortization Event has occurred and is then continuing, to the Transition Expense Accountapplicable Series Accounts for the Class A Equipment Notes, for the payment of an amount sufficient equal to cause the amount on deposit therein Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clause (7) above), pro rata according to equal the Required Transition Expense AmountOutstanding Principal Balance of all Class A Equipment Notes; (11) pro ratato the applicable Series Accounts for the Class B Equipment Notes, the Scheduled Principal Payment Amounts on all Series of Outstanding Class B Equipment Notes entitled thereto, first, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Outstanding Class B NotesEquipment Notes of the earliest issued Series and then to subsequent Series in chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; (12) a deposit to the applicable Series Accounts for the Class B Liquidity Reserve Account equal to Equipment Notes, for the positive difference (if any) between (i) payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Liquidity Reserve Target Amount Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (ii) the balance in the Class B Liquidity Reserve Account12); (13) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes, for the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the an amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series the Class B Equipment Notes (after the payments in clause (11) above), pro rata according to the Outstanding Principal Balance of all Class A B Equipment Notes); (14) pro rata based on the amount due, to the Class applicable Series Accounts for the Class B NotesC Equipment Notes on a pro rata basis, their Minimum Principal Payment Amountsall current and past due interest on the Outstanding Class C Equipment Notes of each Series, allocated among the Class B Notes in accordance with the Series Allocation Rulesother than current or past due Additional Interest; (15) to the Class applicable Series Accounts for the Class A C Equipment Notes, their the Scheduled Principal Payment AmountsAmounts on all Series of Outstanding Class C Equipment Notes entitled thereto, allocated first, to the Outstanding Class C Equipment Notes of the earliest issued Series and then to subsequent Series in chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Class A Notes in accordance with the Series Allocation Rulessame numerical Class; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) applicable Series Accounts for the Class B Special Reserve Required C Equipment Notes, for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes, first, sequentially among each Rapid Amortization Series in effect for chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Payment Date (which may be zero) and (ii) Class but pro rata among any alphabetical sub-classes of the balance in the Class B Special Reserve Accountsame numerical Class; provided, provided however, that if an Early Amortization Event exists, no such deposit that otherwise would be required, need payments will be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Dateon any Rapid Amortization Series pursuant to this clause (16); (17) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes, for the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the an amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series the Class C Equipment Notes (after the payments in clause (15) above), pro rata according to the Outstanding Principal Balance of all Class B C Equipment Notes); (18) to the Class applicable Series Accounts for the Class B A Equipment Notes, their Scheduled Principal Payment Amounts, allocated among the payment of all current and past due Additional Interest due on the Class B Notes in accordance with A Equipment Notes, pro rata based on the Series Allocation Rulesamount due; (19) to the applicable Series Accounts for the Class B Equipment Notes, the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of all current and past due Additional Interest due on the Class A Notes to B Equipment Notes, pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (20) to the applicable Series Accounts for the Class C Equipment Notes, the payment of any redemption or early prepayment premium owing to the holders of all current and past due Additional Interest due on the Class A C Equipment Notes, pro rata based on the amount due; (21) to the applicable Series Accounts for the Class A Equipment Notes, the payment of Series Enhancer Expenses any Redemption Premium owing to a Series Enhancer in respect the Holders of the Class B Notes to A Equipment Notes, pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (22) to the applicable Series Accounts for the Class B Equipment Notes, the payment of any redemption or early prepayment premium Redemption Premium owing to the holders Holders of the Class B Equipment Notes, pro rata based on the amount due; (23) to the applicable Series Accounts for the Class C Equipment Notes, the payment of applicable Enhancement Step Up any Redemption Premium Amount, if any, owing to any Series Enhancer in respect the Holders of the Class A Notes to C Equipment Notes, pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (24) to the Hedge Providers for the payment of applicable Enhancement Step Up Premium AmountSubordinated Hedge Payments, if any, owing to any Series Enhancer in respect of Class B Notes to pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (25) to Additional Interest Amountsthe applicable Series Account for the earliest issued Series of Subordinated Notes, if anyfor distribution to the Holders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, payable and within such Series, to each Class sequentially in respect ascending numerical designation of each such Class (i) first, the Class A all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata based on the amount due, and then (ii) second, if the Class B Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata based on the amount due; (26) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Holders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of Issuer indemnities payable to holders all current and past due Additional Interest due on such Series of Equipment Notes or initial purchasers or placement agents in respect thereofSubordinated Notes, pro rata based on the amount due; (27) pro rata based on the amount due (i) to the Initial Purchasers of the Initial Notes, for the payment of any indemnities of the Issuer payable to such Initial Purchasers of the Initial Notes, and (ii) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasers; (28) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee) to pay or reimburse the Issuer (or the Manager Servicer on its behalf) for costs of Optional Modifications to the extent not paid from pursuant to clause (8) or any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series SupplementIssuer; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary pay all other monetary obligations of the applicable Closing Date for such Series of Class A Notes, to Issuer under the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series;Operative Agreements; and (30) with respect as determined by the Administrator and delivered in writing to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B NotesIndenture Trustee, to the Class Accounts Certificate Account for such Series of Class B Notes, an amount equal distribution to the then Outstanding Principal Balance Holders of such the Class B Notes allocated pro rata across all Series; and (31) to IssuerE Certificates, all remaining amounts, which or as the Holders of the Class E Certificates may be distributed to the Beneficial Ownerotherwise direct.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount (excluding any Net Disposition Proceeds on deposit in the Collections Account as of the Determination Date, which amounts shall be applied pursuant to clause (c) below after giving effect to the application of all amounts pursuant to this clause (a)) will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) pro rata, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, plus applicable Taxes (to the extent such Taxes are payable by the Issuer to the Service Providers under the Service Provider Agreements) pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Servicer Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodServicing Agreement); (4) pro rata, to based on the payment of amount due, (i) to the applicable Series Accounts for the Class A Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class A Equipment Notes of each Series, other than current or past due Additional Interest, (ii) to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Facility Providers, (iii) to each Hedge Provider, all Senior Hedge Payments, and (iiiv) reimbursement to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) pro ratarata based on the amount due, to the payment applicable Series Accounts for the Class B Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class B Equipment Notes of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Noteseach Series, other than current or past due Additional Interest; (6) a to first, reimburse or repay pro rata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, and second, deposit to in the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (7) to the Class applicable Series Accounts for the Class A Equipment Notes, their Minimum the Scheduled Principal Payment Amounts, allocated among the Amounts on all Series of Outstanding Class A Equipment Notes entitled thereto, first to the Outstanding Class A Equipment Notes of the earliest issued Series and then to subsequent Series in accordance with chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Series Allocation Rulessame numerical Class; (8) pro rata, to pay or reimburse the Servicer for costs of Optional Modifications made or incurred on behalf of the Issuer (as determined by the Administrator and delivered in writing to the payment Indenture Trustee) to the extent not paid as Ordinary Course Expenses or from any other available source of revenues of the Issuer (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate“Servicer Optional Modification Expense”), and (iii) Series Enhancer Expenses owing up to a Series Enhancer in an aggregate amount with respect of Class B Notes (with the amount of to all such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodtwo percent (2.00%) of the Initial Appraised Value of all Portfolio Railcars (such amount, the “Servicer Optional Modification Cap”); (9) pro ratato the applicable Series Accounts for the Class A Equipment Notes, to for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of their issuance date, and, second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes9); (10) if an Early Amortization Event has occurred and is then continuing, to the Transition Expense Accountapplicable Series Accounts for the Class A Equipment Notes, for the payment of an amount sufficient equal to cause the amount on deposit therein Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clause (7) above), pro rata according to equal the Required Transition Expense AmountOutstanding Principal Balance of all Class A Equipment Notes; (11) pro ratato the applicable Series Accounts for the Class B Equipment Notes, the Scheduled Principal Payment Amounts on all Series of Outstanding Class B Equipment Notes entitled thereto, first to the Outstanding Class B Equipment Notes of the earliest issued Series and then to subsequent Series in chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notessame numerical Class; (12) a deposit to the applicable Series Accounts for the Class B Liquidity Reserve Account equal to Equipment Notes, for the positive difference (if any) between (i) payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Liquidity Reserve Target Amount and Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of their issuance date, and, second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (ii) the balance in the Class B Liquidity Reserve Account12); (13) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes, for the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the an amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series the Class B Equipment Notes (after the payments in clause (11) above), pro rata according to the Outstanding Principal Balance of all Class A B Equipment Notes); (14) to the Class applicable Series Accounts for the Class B A Equipment Notes, their Minimum Principal Payment Amounts, allocated among the payment of all current and past due Additional Interest due on the Class B Notes in accordance with A Equipment Notes, pro rata based on the Series Allocation Rulesamount due; (15) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due; (16) to the applicable Series Accounts for the Class A Equipment Notes, their Scheduled Principal Payment Amounts, allocated among the payment of any Redemption Premium owing to the Noteholders of the Class A Notes in accordance with Equipment Notes, pro rata based on the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Dateamount due; (17) to the applicable Series Accounts for the Class B Equipment Notes, the payment of applicable Enhancement Step Up any Redemption Premium Amount, if any, owing to any Series Enhancer in respect the Noteholders of the Class B Notes (with Equipment Notes, pro rata based on the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes)due; (18) to the Class Accounts Hedge Providers for the Class B Notespayment of Subordinated Hedge Payments, their Scheduled Principal Payment Amounts, allocated among pro rata based on the Class B Notes in accordance with the Series Allocation Rulesamount due; (19) to the payment applicable Series Account for the earliest issued Series of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes Subordinated Notes, for distribution to the extent not paid with distributions at a higher level Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class (a) first all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata, based on the Flow amount due, and (b) second, if the Subordinated Note Amortization Date has occurred, to the repayment of Fundsthe Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata, based on the amount due; (20) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of any redemption or early prepayment premium owing to all current and past due Additional Interest due on such Series of Subordinated Notes, pro rata, based on the holders of the Class A Notesamount due; (21) to the Initial Purchasers, for the payment of Series Enhancer Expenses owing to a Series Enhancer in respect any indemnities of Class B Notes the Issuer payable to the extent not paid with distributions at a higher level in Initial Purchasers, pro rata based on the Flow of Fundsamount due; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse the Issuer (or the Manager Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (8) above or from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all SeriesIssuer; and (3123) to the Issuer, all remaining amounts, which may be distributed to the Beneficial OwnerMember.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 and 3.04 have been made, the Available Collections Amount (excluding any Net Disposition Proceeds on deposit in the Collections Account as of the Determination Date, which amounts shall be applied pursuant to clause (c) below after giving effect to the application of all amounts pursuant to this clause (a)) will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) pro rata, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, plus applicable Taxes (to the extent such Taxes are payable by the Issuer to the Service Providers under the Service Provider Agreements), pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Servicer Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodServicing Agreement); (4) pro rata, to based on the payment of amount due, (i) to the applicable Series Accounts for the Class A Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class A Equipment Notes of each Series, other than current or past due Additional Interest, and (ii) reimbursement to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Facility Providers, (iii) to each Hedge Provider, all Senior Hedge Payments and (iv) to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) pro ratarata based on the amount due, to the payment applicable Series Accounts for the Class B Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class B Equipment Notes of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Noteseach Series, other than current or past due Additional Interest; (6) a to first, reimburse or repay pro rata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, and second, deposit to in the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (7) to the Class applicable Series Accounts for the Class A Equipment Notes, their Minimum the Scheduled Principal Payment Amounts, allocated among the Amounts on all Series of Outstanding Class A Equipment Notes entitled thereto, first, to the Outstanding Class A Equipment Notes of the earliest issued Series and then to subsequent Series in accordance with chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Series Allocation Rulessame numerical Class; (8) pro rata, to pay or reimburse the Servicer for costs of Optional Modifications made or incurred on behalf of the Issuer (as determined by the Administrator and delivered in writing to the payment Indenture Trustee) to the extent not paid as Ordinary Course Expenses or from any other available source of revenues of the Issuer (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate“Servicer Optional Modification Expense”), and (iii) Series Enhancer Expenses owing up to a Series Enhancer in an aggregate amount with respect of Class B Notes (with the amount of to all such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodtwo percent (2.00%) of the Initial Appraised Value of all Portfolio Railcars (such amount, the “Servicer Optional Modification Cap”); (9) to the applicable Series Accounts for the Class A Equipment Notes, for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class A Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro ratarata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (9); (10) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes, for the payment of an amount equal to the Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clause (7) above), pro rata according to the Outstanding Principal Balance of all Class A Equipment Notes; (11) other than for the first Payment Date with respect of any Series or Class of Equipment Notes, in an amount equal to 35% of any funds remaining after payment of clauses (1) through (10) above, to the payment of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes; (10) to the Transition Expense Account, an amount sufficient to cause the amount on deposit therein to equal the Required Transition Expense Amount; (11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes; (12) a deposit to the Class B Liquidity Reserve Account equal to the positive difference (if any) between (i) outstanding principal balance of the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Account; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with after the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notesin clause (7) above); (14) , pro rata according to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption or early prepayment premium owing to the holders outstanding principal balances of the Class A Notes; (2112) to the payment of applicable Series Enhancer Expenses owing to a Series Enhancer in respect of Accounts for the Class B Equipment Notes, the Scheduled Principal Payment Amounts on all Series of Outstanding Class B Equipment Notes entitled thereto, first, to the extent not paid with distributions at a higher level Outstanding Class B Equipment Notes of the earliest issued Series and then to subsequent Series in chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Flow of Fundssame numerical Class; (2213) to the payment of any redemption or early prepayment premium owing to the holders of applicable Series Accounts for the Class B Equipment Notes; (23) to , for the payment of applicable Enhancement Step Up Premium Amountthe Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if anyan Early Amortization Event exists, owing no payments will be made on any Rapid Amortization Series pursuant to any Series Enhancer in respect of Class A Notes this clause (13); (14) if an Early Amortization Event has occurred and is then continuing, to the extent not paid with distributions at a higher level in applicable Series Accounts for the Flow of Funds; (24) to Class B Equipment Notes, for the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such the Class A B Equipment Notes allocated (after the payments in clause (12) above), pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, according to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such all Class B Notes allocated pro rata across all Series; and (31) to Issuer, all remaining amounts, which may be distributed to the Beneficial Owner.Equipment Notes;

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event Notice has occurred been delivered to the Trustee and is continuingno Acceleration Default shall have occurred, after the withdrawals and transfers provided for in Section 3.02 3.08 have been made, the Available Collections Amount will be applied Cash Manager shall distribute from, or direct the Trustee in writing to do the following order of prioritysame, and in each case after in accordance with the payment Payment Date Schedule, the amounts set forth below in the order of any Railroad Mileage Credit reimbursements:priority set forth below but, in each case, only to the extent that all amounts then required to be paid (or retained in the Collections Account, as applicable) ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. All payments of the Available Collections to be made to the Note Accounts pursuant to this Section 3.09 shall be made through a direct transfer of funds to the applicable Note Account with respect to such subclass of Notes. (1i) to the Expense Account, the Required Expense Amount, for payment of Expenses (including, without limitation, any amount payable by any Issuer Group Member to any Lessee pursuant to a Lease, and all Service Provider Fees other than the Servicer Incentive Fee, but excluding the portion of any Maintenance and Modification Expenses funded from the Maintenance Reserve Account and excluding any Liquidity Facility Advance Obligations) that are due and payable or reimbursable on such Payment Date and included in the Required Expense Amount described for such Payment Date, with the balance to be retained in clause (i) of the definition thereof to the applicable payees, and to the Expense Account to the extent necessary for the Balance in the Expense Account to be equal to the Required Expense Reserve; (ii) in no order of priority inter se, but pro rata, (A) to the Note Account for the Class A Notes, the Interest Amount on such Class A Notes (other than the Step-Up Amount); and (B) pro rata, to any Hedge Provider, an amount equal to any Hedge Payment (other than any Subordinated Hedge Payment) due from any Issuer Group Member pursuant to any Hedge Agreement, less the amount of any Liquidity Facility Drawing, if any, in respect of the Interest Amount due on such subclass of Notes paid on or before such Payment Date by the Liquidity Facility Provider under the Liquidity Facility; (iii) to the Note Account for the Class B Notes, the Interest Amount on the Class B Notes (other than the Step-Up Amount), less the amount of any Liquidity Facility Drawing, if any, in respect of the Interest Amount due on such subclass of Notes paid on or before such Payment Date by the Liquidity Facility Provider under the Liquidity Facility; (iv) in no order of priority inter se, but pro rata, (A) to the Liquidity Facility Reserve Account, such amount so that the amount on deposit in such Account is equal to the Required Amount therefore and (B) to the Liquidity Facility Provider, first, to pay any accrued and unpaid interest on any Liquidity Facility Advance Obligations (at the rate, or in the amount, provided in the Liquidity Facility), and second, to pay or reimburse the Liquidity Facility Provider in an amount equal to the amount of all other Liquidity Facility Advance Obligations then due under the Liquidity Facility; (v) to the Maintenance Reserve Account, an amount equal to the Required Expense Deposit; (2) Maintenance Reserve Amount, if applicable; provided, however, if the Lessee Maintenance Reserve Threshold exists, then only an amount up to the payment to Collected Maintenance Amount shall be deposited into the Service Providers of the Service Provider Fees; (3) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period); (4) pro rata, to the payment of (i) Class A Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class A Notes; (5) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes; (6) a deposit to the Class A Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class A Liquidity Reserve Target Amount and (ii) the balance in the Class A Liquidity Maintenance Reserve Account; (7vi) to the Class Accounts Note Account for the Class A Notes, their Minimum Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (8) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period); (9) pro rata, to the payment of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes; (10) to the Transition Expense Account, an amount sufficient to cause the amount on deposit therein to equal the Required Transition Expense Amount; (11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes; (12) a deposit to the Class B Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Account; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes); (14) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Scheduled Principal Balance Payment Amount of such the Class A Notes allocated pro rata across all SeriesNotes; (30vii) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts Note Account for such Series of the Class B Notes, an amount equal to the Scheduled Principal Payment Amount of the Class B Notes; (viii) to the Note Accounts for the Class A Notes and the Class B Notes, an amount equal to the Aircraft Event Shortfall (if any) allocated between the Class A Notes and Class B Notes, respectively in proportion to the Disposition Premium owed on the Class A Notes and Class B Notes, respectively, in respect of the Aircraft Disposition or Undelivered Initial Aircraft Event related to such Aircraft Event Shortfall (provided that, to the extent no such Disposition Premium is payable, then allocated between the Class A Notes and Class B Notes, respectively in proportion to the then aggregate Outstanding Principal Balance of the Class A Notes and Class B Notes, respectively); (ix) to the Maintenance Reserve Account, an amount equal to the portion of the Required Maintenance Reserve Amount not deposited pursuant to clause (v) above; provided, however, that no more than 50% of the remaining Available Collections (after giving effect to payment in full of all amounts under clauses (i) through (viii) above) on such Payment Date will be so deposited into the Maintenance Reserve Account; (x) if a DSCR Cash Trap Event has occurred and is continuing, but no Rapid Amortization Event has occurred and is continuing and no DSCR Cash Trap Release has occurred on such Payment Date, to the DSCR Cash Trap Account, all remaining amounts; (xi) if a Rapid Amortization Event has occurred and is continuing or a DSCR Cash Trap Release has occurred on such Payment Date, to the Note Account for the Class A Notes, an amount equal to the Outstanding Principal Balance of such Notes; provided, that, if only a DSCR Cash Trap Release (but no Rapid Amortization Event) has occurred on such Payment Date, no more than the amount of cash (if any) released from the DSCR Cash Trap Account pursuant to Section 3.08(e) on such Payment Date (after giving effect to payment in full of all amounts under clauses (i) through (x) above) will be so deposited into the Note Account for the Class A Notes; (xii) if a Rapid Amortization Event has occurred and is continuing or a DSCR Cash Trap Release has occurred on such Payment Date, to the Note Account for the Class B Notes allocated Notes, an amount equal to the Outstanding Principal Balance of such Notes; provided, that, if only a DSCR Cash Trap Release (but no Rapid Amortization Event) has occurred on such Payment Date, no more than the amount of cash (if any) released from the DSCR Cash Trap Account pursuant to Section 3.08(e) on such Payment Date (after giving effect to payment in full of all amounts under clauses (i) through (xi) above) will be so deposited into the Note Account for the Class B Notes; (xiii) to pay any unreimbursed advances to the Servicer and any Excess Indemnification Amounts under the Servicing Agreement to the applicable party; (xiv) to the Hedge Providers, pro rata across all Seriesinter se, the Subordinated Hedge Payments; (xv) from and after the Scheduled Final Payment Date with respect to the Initial Class A Notes and the Initial Class B Notes, to the Note Account for the Class A Notes, the Step-Up Amount; (xvi) from and after the Scheduled Final Payment Date with respect to the Initial Class A Notes and the Initial Class B Notes, to the Note Account for the Class B Notes, the Step-Up Amount; (xvii) to the Servicer, the accrued Servicer Incentive Fee Interest; (xviii) to the Servicer, the Servicer Incentive Fee; (xix) to pay Special Indemnity Payments (including any Excess Indemnification Amounts not covered by clause (xiii) above) to the applicable party pro rata; and (31xx) to Issuerthe Note Account for the Class E Notes, all remaining amounts, which may be distributed to the Beneficial Owner.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount (excluding any Net Disposition Proceeds on deposit in the Collections Account as of the Determination Date, which amounts shall be applied pursuant to clause (c) below after giving effect to the application of all amounts pursuant to this clause (a)) will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) pro rata, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, plus applicable Taxes (to the extent such Taxes are payable by the Issuer to the Service Providers under the Service Provider Agreements) pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Servicer Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodServicing Agreement); (4) pro rata, to based on the payment of amount due, (i) to the applicable Series Accounts for the Class A Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class A Equipment Notes of each Series, other than current or past due Additional Interest, (ii) to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Facility Providers, (iii) to each Hedge Provider, all Senior Hedge Payments, and (iiiv) reimbursement to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) to first, reimburse or repay pro ratarata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, to and second, deposit in the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes; (6) a deposit to the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (76) to the Class applicable Series Accounts for the Class A Equipment Notes, their Minimum the Scheduled Principal Payment Amounts, allocated among the Amounts on all Series of Outstanding Class A Equipment Notes entitled thereto, first to the Outstanding Class A Equipment Notes of the earliest issued Series and then to subsequent Series in accordance chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; (7) to pay or reimburse the Servicer for costs of Optional Modifications made or incurred on behalf of the Issuer (as determined by the Administrator and delivered in writing to the Indenture Trustee) to the extent not paid as Ordinary Course Expenses or from any other available source of revenues of the Issuer (the “Servicer Optional Modification Expense”), up to an aggregate amount with respect to all such payments not to exceed two percent (2.00%) of the Series Allocation RulesInitial Appraised Value of all Portfolio Railcars (such amount, the “Servicer Optional Modification Cap”); (8) pro ratato the applicable Series Accounts for the Class A Equipment Notes, to for the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B A Equipment Notes, (ii) interest on unreimbursed drawings owing first, sequentially among each Rapid Amortization Series in chronological order of their issuance date, and, second, within each Rapid Amortization Series, to a Series Enhancer each Rapid Amortization Class thereof sequentially in respect ascending numerical designation of each such Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level but pro rata among any alphabetical sub-classes of the Flow of Funds not same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to exceed $1,000,000 in any 12-month period)this clause (8); (9) pro rataif an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class A Equipment Notes, for the payment of an amount equal to the Outstanding Principal Balance of the Class A Equipment Notes (iafter the payments in clause (6) above), pro rata according to the Outstanding Principal Balance of all Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B A Equipment Notes; (10) pro rata based on the amount due, to the Transition Expense Accountapplicable Series Accounts for the Class B Equipment Notes on a pro rata basis, an amount sufficient to cause all current and past due interest on the amount on deposit therein to equal the Required Transition Expense AmountOutstanding Class B Equipment Notes of each Series, other than current or past due Additional Interest; (11) pro ratato the applicable Series Accounts for the Class B Equipment Notes, the Scheduled Principal Payment Amounts on all Series of Outstanding Class B Equipment Notes entitled thereto, first to the Outstanding Class B Equipment Notes of the earliest issued Series and then to subsequent Series in chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notessame numerical Class; (12) a deposit to the applicable Series Accounts for the Class B Liquidity Reserve Account equal to Equipment Notes, for the positive difference (if any) between (i) payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Liquidity Reserve Target Amount and Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of their issuance date, and, second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (ii) the balance in the Class B Liquidity Reserve Account12); (13) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes, for the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the an amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series the Class B Equipment Notes (after the payments in clause (11) above), pro rata according to the Outstanding Principal Balance of all Class A B Equipment Notes); (14) to the Class applicable Series Accounts for the Class B A Equipment Notes, their Minimum Principal Payment Amounts, allocated among the payment of all current and past due Additional Interest due on the Class B Notes in accordance with A Equipment Notes, pro rata based on the Series Allocation Rulesamount due; (15) to the applicable Series Accounts for the Class B Equipment Notes, the payment of all current and past due Additional Interest due on the Class B Equipment Notes, pro rata based on the amount due; (16) to the applicable Series Accounts for the Class A Equipment Notes, their Scheduled Principal Payment Amounts, allocated among the payment of any Redemption Premium owing to the Noteholders of the Class A Notes in accordance with Equipment Notes, pro rata based on the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Dateamount due; (17) to the applicable Series Accounts for the Class B Equipment Notes, the payment of applicable Enhancement Step Up any Redemption Premium Amount, if any, owing to any Series Enhancer in respect the Noteholders of the Class B Notes (with Equipment Notes, pro rata based on the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes)due; (18) to the Class Accounts Hedge Providers for the Class B Notespayment of Subordinated Hedge Payments, their Scheduled Principal Payment Amounts, allocated among pro rata based on the Class B Notes in accordance with the Series Allocation Rulesamount due; (19) to the Initial Purchasers, for the payment of Series Enhancer Expenses owing to a Series Enhancer in respect any indemnities of Class A Notes the Issuer payable to the extent not paid with distributions at a higher level in Initial Purchasers, pro rata based on the Flow of Fundsamount due; (20) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse the Issuer (or the Manager Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (8) above or from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series Supplement; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series; (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all SeriesIssuer; and (3121) to the Issuer, all remaining amounts, which may be distributed to the Beneficial OwnerMember.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 and 3.04 have been made, the Available Collections Amount (excluding any Net Disposition Proceeds on deposit in the Collections Account as of the Determination Date, which amounts shall be applied pursuant to clause (c) below after giving effect to the application of all amounts pursuant to this clause (a)) will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) pro rata, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, plus applicable Taxes (to the extent such Taxes are payable by the Issuer to the Service Providers under the Service Provider Agreements), pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Servicer Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodServicing Agreement); (4) pro ratarata based on the amount due, to the payment of (i) to the applicable Series Accounts for the Class A Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class A Equipment Notes of each Series, other than current or past due Additional Interest, and (ii) reimbursement to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Facility Providers, (iii) to each Hedge Provider, all Senior Hedge Payments and (iv) to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) pro ratarata based on the amount due, to the payment applicable Series Accounts for the Class B Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class B Equipment Notes of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Noteseach Series, other than current or past due Additional Interest; (6) a to first, reimburse or repay pro rata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, and second, deposit to in the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (7) to the Class applicable Series Accounts for the Class A Equipment Notes, their Minimum the Scheduled Principal Payment Amounts, allocated among the Amounts on all Series of Outstanding Class A Equipment Notes in accordance with the Series Allocation Rules; (8) pro rataentitled thereto, first, to the payment Outstanding Class A Equipment Notes of (i) applicable Enhancement Premium owing the earliest issued Series and then to any subsequent Series Enhancer in respect chronological order of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate)issuance, and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period); (9) pro ratasecond, within each Series, to the payment of (i) each Class B Interest, and (ii) reimbursement of any amounts due thereof sequentially in respect of interest payments paid by any Series Enhancer for Class B Notes; (10) to the Transition Expense Account, an amount sufficient to cause the amount on deposit therein to equal the Required Transition Expense Amount; (11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes; (12) a deposit to the Class B Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Account; (13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance ascending numerical designation of each such applicable Series Class but pro rata among any alphabetical sub-classes of Class A Notes); the same numerical Class; (14) 8) to pay or reimburse the Servicer for costs of Optional Modifications made or incurred on behalf of the Issuer (as determined by the Administrator and delivered in writing to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (15Indenture Trustee) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date; (17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes); (18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules; (19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (20) to the payment of any redemption as Ordinary Course Expenses or early prepayment premium owing to the holders of the Class A Notes; (21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes; (23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds; (25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes; (26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof; (27) to pay or reimburse Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of FundsIssuer (the “Servicer Optional Modification Expense”), as set forth in a related Series Supplement; (29) up to an aggregate amount with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary all such payments not to exceed two percent (2.00%) of the applicable Closing Date for Initial Appraised Value of all Portfolio Railcars (such Series of Class A Notesamount, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series“Servicer Optional Modification Cap”); (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all Series; and (31) to Issuer, all remaining amounts, which may be distributed to the Beneficial Owner.

Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 and 3.04 have been made, the Available Collections Amount (excluding any Net Disposition Proceeds on deposit in the Collections Account as of the Determination Date, which amounts shall be applied pursuant to clause (c) below after giving effect to the application of all amounts pursuant to this clause (a)) will be applied in the following order of priority, and in each case after the payment of any Railroad Mileage Credit reimbursements: (1) pro rata, to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account in an amount equal to the Required Expense Deposit; (2) to the payment to the Service Providers of the Service Provider Fees, plus applicable Taxes (to the extent such Taxes are payable by the Issuer to the Service Providers under the Service Provider Agreements), pro rata based on the amount due; (3) pro rata, to the payment repayment of any outstanding Servicer Advances (i) applicable Enhancement Premium owing to any Series Enhancer together with interest thereon as provided in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodServicing Agreement); (4) pro ratarata based on the amount due, to the payment of (i) to the applicable Series Accounts for the Class A Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class A Equipment Notes of each Series, other than current or past due Additional Interest, and (ii) reimbursement to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Facility Providers, (iii) to each Hedge Provider, all Senior Hedge Payments and (iv) to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any amounts due in respect of interest payments paid by any Series Enhancer for Class A NotesHedge Termination Value or Hedge Partial Termination Value); (5) pro ratarata based on the amount due, to the payment applicable Series Accounts for the Class B Equipment Notes on a pro rata basis, all current and past due interest on the Outstanding Class B Equipment Notes of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Noteseach Series, other than current or past due Additional Interest; (6) a to first, reimburse or repay pro rata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, and second, deposit to in the Class A Liquidity Reserve Account an amount equal to the positive difference (if any) between (ix) the Class A Liquidity Reserve Target Amount (after giving effect to the payments in clause first) and (iiy) the balance in the Class A Liquidity Reserve Account; (7) to the Class applicable Series Accounts for the Class A Equipment Notes, their Minimum the Scheduled Principal Payment Amounts, allocated among the Amounts on all Series of Outstanding Class A Equipment Notes entitled thereto, first, to the Outstanding Class A Equipment Notes of the earliest issued Series and then to subsequent Series in accordance with chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Series Allocation Rulessame numerical Class; (8) pro rata, to pay or reimburse the Servicer for costs of Optional Modifications made or incurred on behalf of the Issuer (as determined by the Administrator and delivered in writing to the payment Indenture Trustee) to the extent not paid as Ordinary Course Expenses or from any other available source of revenues of the Issuer (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate“Servicer Optional Modification Expense”), and (iii) Series Enhancer Expenses owing up to a Series Enhancer in an aggregate amount with respect of Class B Notes (with the amount of to all such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month periodtwo percent (2.00%) of the Initial Appraised Value of all Portfolio Railcars (such amount, the “Servicer Optional Modification Cap”); (9) pro ratato the applicable Series Accounts for the Class A Equipment Notes, to for the payment of (i) the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B InterestA Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes9); (10) if an Early Amortization Event has occurred and is then continuing, to the Transition Expense Accountapplicable Series Accounts for the Class A Equipment Notes, for the payment of an amount sufficient equal to cause the amount on deposit therein Outstanding Principal Balance of the Class A Equipment Notes (after the payments in clause (7) above), pro rata according to equal the Required Transition Expense AmountOutstanding Principal Balance of all Class A Equipment Notes; (11) pro ratato the applicable Series Accounts for the Class B Equipment Notes, the Scheduled Principal Payment Amounts on all Series of Outstanding Class B Equipment Notes entitled thereto, first, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Outstanding Class B NotesEquipment Notes of the earliest issued Series and then to subsequent Series in chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; (12) a deposit to the applicable Series Accounts for the Class B Liquidity Reserve Account equal to Equipment Notes, for the positive difference (if any) between (i) payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class B Liquidity Reserve Target Amount Equipment Notes, first, sequentially among each Rapid Amortization Series in chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same numerical Class; provided, however, that if an Early Amortization Event exists, no payments will be made on any Rapid Amortization Series pursuant to this clause (ii) the balance in the Class B Liquidity Reserve Account12); (13) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class B Equipment Notes, for the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the an amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series the Class B Equipment Notes (after the payments in clause (11) above), pro rata according to the Outstanding Principal Balance of all Class A B Equipment Notes); (14) pro rata based on the amount due, to the Class applicable Series Accounts for the Class B NotesC Equipment Notes on a pro rata basis, their Minimum Principal Payment Amountsall current and past due interest on the Outstanding Class C Equipment Notes of each Series, allocated among the Class B Notes in accordance with the Series Allocation Rulesother than current or past due Additional Interest; (15) to the Class applicable Series Accounts for the Class A C Equipment Notes, their the Scheduled Principal Payment AmountsAmounts on all Series of Outstanding Class C Equipment Notes entitled thereto, allocated first, to the Outstanding Class C Equipment Notes of the earliest issued Series and then to subsequent Series in chronological order of issuance, and second, within each Series, to each Class thereof sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the Class A Notes in accordance with the Series Allocation Rulessame numerical Class; (16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) applicable Series Accounts for the Class B Special Reserve Required C Equipment Notes, for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes that are Class C Equipment Notes, first, sequentially among each Rapid Amortization Series in effect for chronological order of issuance, and second, within each Rapid Amortization Series, to each Rapid Amortization Class thereof sequentially in ascending numerical designation of each such Payment Date (which may be zero) and (ii) Class but pro rata among any alphabetical sub-classes of the balance in the Class B Special Reserve Accountsame numerical Class; provided, provided however, that if an Early Amortization Event exists, no such deposit that otherwise would be required, need payments will be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Dateon any Rapid Amortization Series pursuant to this clause (16); (17) if an Early Amortization Event has occurred and is then continuing, to the applicable Series Accounts for the Class C Equipment Notes, for the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the an amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series the Class C Equipment Notes (after the payments in clause (15) above), pro rata according to the Outstanding Principal Balance of all Class B C Equipment Notes); (18) to the Class applicable Series Accounts for the Class B A Equipment Notes, their Scheduled Principal Payment Amounts, allocated among the payment of all current and past due Additional Interest due on the Class B Notes in accordance with A Equipment Notes, pro rata based on the Series Allocation Rulesamount due; (19) to the applicable Series Accounts for the Class B Equipment Notes, the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of all current and past due Additional Interest due on the Class A Notes to B Equipment Notes, pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (20) to the applicable Series Accounts for the Class C Equipment Notes, the payment of any redemption or early prepayment premium owing to the holders of all current and past due Additional Interest due on the Class A C Equipment Notes, pro rata based on the amount due; (21) to the applicable Series Accounts for the Class A Equipment Notes, the payment of Series Enhancer Expenses any Redemption Premium owing to a Series Enhancer in respect the Noteholders of the Class B Notes to A Equipment Notes, pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (22) to the applicable Series Accounts for the Class B Equipment Notes, the payment of any redemption or early prepayment premium Redemption Premium owing to the holders Noteholders of the Class B Equipment Notes, pro rata based on the amount due; (23) to the applicable Series Accounts for the Class C Equipment Notes, the payment of applicable Enhancement Step Up any Redemption Premium Amount, if any, owing to any Series Enhancer in respect the Noteholders of the Class A Notes to C Equipment Notes, pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (24) to the Hedge Providers for the payment of applicable Enhancement Step Up Premium AmountSubordinated Hedge Payments, if any, owing to any Series Enhancer in respect of Class B Notes to pro rata based on the extent not paid with distributions at a higher level in the Flow of Fundsamount due; (25) to Additional Interest Amountsthe applicable Series Account for the earliest issued Series of Subordinated Notes, if anyfor distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, payable and within such Series, to each Class sequentially in respect ascending numerical designation of each such Class (i) first, the Class A all current and past due interest on such Series of Subordinated Notes, other than current or past due Additional Interest, pro rata based on the amount due, and then (ii) second, if the Class B Subordinated Note Amortization Date has occurred, to the repayment of the Outstanding Principal Amounts of such Series of Subordinated Notes, pro rata based on the amount due; (26) to the applicable Series Account for the earliest issued Series of Subordinated Notes, for distribution to the Noteholders of such Series and then to the applicable Series Account for the subsequent Series in chronological order of issuance, and within such Series, to each Class sequentially in ascending numerical designation of each such Class, to the payment of Issuer indemnities payable to holders all current and past due Additional Interest due on such Series of Equipment Notes or initial purchasers or placement agents in respect thereofSubordinated Notes, pro rata based on the amount due; (27) pro rata based on the amount due (i) to the Initial Purchasers of the Initial Notes, for the payment of any indemnities of the Issuer payable to such Initial Purchasers of the Initial Notes, and (ii) to the Initial Purchasers of any Additional Series, for the payment of any indemnities of the Issuer payable to such Initial Purchasers; (28) pari passu and pro rata (as determined by the Administrator and delivered in writing to the Indenture Trustee) to pay or reimburse the Issuer (or the Manager Servicer on its behalf) for costs of Optional Modifications to the extent not paid pursuant to clause (8) above or from any other available source of Issuer revenues; (28) to pay any other amounts specified as applicable to this level revenues of the Flow of Funds, as set forth in a related Series SupplementIssuer; (29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary pay all other monetary obligations of the applicable Closing Date for such Series of Class A Notes, to Issuer under the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series;Operative Agreements; and (30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all Series; and (31) to Issuer, all remaining amounts, which may be distributed to the Beneficial OwnerMember.