Common use of Reserve Account Clause in Contracts

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132015-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132015-1 that has resulted in the acceleration of the Series 20132015-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132015-1 Noteholders to fund any shortfalls in amounts owed to the Series 20132015-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132015-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132015-1 Noteholders have been paid in full; (ii) the Series 20132015-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2015-1 Notes on the Closing Date).

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132012-1 4 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132012-1 4 that has resulted in the acceleration of the Series 20132012-1 4 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132012-1 4 Noteholders to fund any shortfalls in amounts owed to the Series 20132012-1 4 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132012-1 4 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132012-1 4 Noteholders have been paid in full; (ii) the Series 20132012-1 4 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2012-4 Notes on the Closing Date).

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required accrued and unpaid interest on the Senior Notes and any payments due to be paid or deposited pursuant to clauses the Hedge Counterparty (iexcluding Hedge termination payments, if any) through (vi) of Section 4.4(a)on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses for distribution to the Noteholders of Section 4.4(a)Senior Notes and the Hedge Counterparty, as applicable. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Sections 5.05(a)(ii)(C), (E), (G) and (I) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2a Notes so that the Outstanding Amount for the Class A-2a Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-2b Notes so that the Outstanding Amount for the Class A-2b Notes equals zero on the Class A-2 Final Scheduled Payment Date; (D) the Class A-3a Notes so that the Outstanding Amount for the Class A-3a Notes equals zero on the Class A-3 Final Scheduled Payment Date; (E) the Class A-3b Notes so that the Outstanding Amount for the Class A-3b Notes equals zero on the Class A-3 Final Scheduled Payment Date; (F) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date; (G) the Class B Notes so that the Outstanding Amount of the Class B Notes equals zero on the Class B Final Scheduled Payment Date; or (H) the Class C Notes so that the Outstanding Amount of the Class C Notes equals zero on the Class C Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 related Noteholders in the order of priority described in Section 4.4(a)accordance with this Sale and Servicing Agreement. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Senior Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount for distribution to the Holders of the Reserve Account DeficiencySenior Notes. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Senior Notes and of all other amounts owing or Section 4.10(b) and making any payments to be distributed hereunder or under the Indenture or the Trust Agreement to the Series 2013-1 Noteholders required pursuant Holders of the Senior Notes and the Hedge Counterparty, any amount then allocated to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination Holders of the IssuerClass D Notes.

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132011-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132011-1 that has resulted in the acceleration of the Series 20132011-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132011-1 Noteholders to fund any shortfalls in amounts owed to the Series 20132011-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132011-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132011-1 Noteholders have been paid in full; (ii) the Series 20132011-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2011-1 Notes on the Closing Date).

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132015-1 2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132015-1 2 that has resulted in the acceleration of the Series 20132015-1 2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132015-1 2 Noteholders to fund any shortfalls in amounts owed to the Series 20132015-1 2 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132015-1 2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132015-1 2 Noteholders have been paid in full; (ii) the Series 20132015-1 2 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2015-2 Notes on the Closing Date).

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132012-1 3 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132012-1 3 that has resulted in the acceleration of the Series 20132012-1 3 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132012-1 3 Noteholders to fund any shortfalls in amounts owed to the Series 20132012-1 3 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132012-1 3 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132012-1 3 Noteholders have been paid in full; (ii) the Series 20132012-1 3 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132012-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132012-1 that has resulted in the acceleration of the Series 20132012-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132012-1 Noteholders to fund any shortfalls in amounts owed to the Series 20132012-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132012-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132012-1 Noteholders have been paid in full; (ii) the Series 20132012-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2012-1 Notes on the Closing Date).

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a).[Reserved] (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds on the Required last Note Distribution Date occurring in January, April, July and October (or if in any such month a Certificate Distribution Date occurs after such last Note Distribution Date, on such Certificate Distribution Date) (after giving effect to all deposits or withdrawals therefrom on such Note Distribution Date or Certificate Distribution Date) is greater than the then applicable Specified Reserve Account AmountBalance, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Master Servicers out of such excess an amount equal to the amount described in Section 5.5(e)(iii) for such excess shall be withdrawn from the Reserve Account and distributed Note Distribution Date or Certificate Distribution Date (to the Issuer on extent not otherwise paid to the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal Master Servicers on such date Note Distribution Date or Certificate Distribution Date), (B) to pay to the Note Distribution Account out of such remaining excess an amount equal to the amount described in Section 5.5(e)(iv) for such Note Distribution Date or Certificate Distribution Date (to the extent not otherwise paid to the Note Distribution Account on such Note Distribution Date or Certificate Distribution Date), (C) to pay to the Certificate Distribution Account out of such remaining excess an amount equal to the amount described in Section 5.5(e)(v) for such Distribution Date (to the extent not otherwise paid to the Certificate Distribution Account on such Distribution Date), (D) to pay to the Surety Provider any amounts remaining unpaid and owing pursuant to Section 4.10(a) or Section 4.10(b5.5(e)(i) and making any payments under the Insurance Agreement, (E) to pay to the Series 2013-Collection Account any amounts required to be paid by a Seller, a Master Servicer or TMSI pursuant to Sections 3.2 or 4.5 as a result of breaches of representations and warranties made in Section 3.1, 4.1, 4.2, 4.3 or 4.4 to the extent such Seller or TMSI has not made such payments within the required time period, and (F) subject to Section 3 of the Payment Agreement to distribute the remaining amount of such excess to TMS Student Holdings, Inc. as holder of a 1% interest in the Class 1 Noteholders required Certificates, or its permitted successors, assigns or designees ("Student Holdings"). Amounts properly distributed pursuant to this paragraph (b) shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and Student Holdings shall in no event thereafter be required to refund any such distributed amounts. Notwithstanding the foregoing, if set forth in a supplement to this Agreement or a Trust Supplement, holders of Originators' Interests may receive amounts otherwise distributed to TMS Student Holdings, Inc. pursuant to subclause (F) above. (c) Following the payment in full of the aggregate outstanding principal amount of the Notes and the Certificates and of all other amounts then owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Certificateholders, the Master Servicers, the Administrator or the Surety Provider and the termination of the Trust (including any Servicing Fee Carryovers, Noteholders' Interest Carryover and Certificateholders' Interest Carryover), any amount remaining on deposit in the Reserve Account shall be released distributed to the IssuerStudent Holdings. Student Holdings shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.6(c). (ei) The In the event that on the first Note Distribution Date for any Series of Notes occurring in March, June, September and December, or with respect to Section 5.5(c)(iii) on the first Note Distribution Date occurring in each month (or if in any such month a Certificate Distribution Date occurs prior to such first Note Distribution Date, on such Certificate Distribution Date), any amounts to be distributed as calculated pursuant to Section 5.5(c)(i)-(vi) exceed the amount on deposit in the Expense Account available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account the lesser of such excess and the amount on deposit in the Reserve Account (after giving effect to each withdrawal in the order specified in Section 5.5(c)(i)- (vi)) and deposit such withdrawn amount in the Expense Account for distribution as provided in Section 5.5; PROVIDED, HOWEVER, that, except as provided in Sections 5.6(b)(A) and 5.6(c), amounts on deposit in the Reserve Account will terminate on the earliest not be available to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable cover any unpaid Servicing Fee Carryover to the Series 2013-1 Noteholders have been paid in full; Master Servicers. (ii) In the Series 2013event that the Noteholders' Distribution Amount for a Note Distribution Date exceeds the amount in the Note Distribution Account for such Note Distribution Date available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account an amount equal to the lesser of such excess (after giving effect to any transfers from the Capitalized Interest Account and the Capitalized Pre-1 Final Maturity Funding Account on such Note Distribution Date; ) and the amount on deposit in the Reserve Account, (after giving effect to paragraph (d)(i) above), and deposit such withdrawn amount in the Note Distribution Account for distribution as provided in Section 5.5. (iii) In the termination event that the Certificateholders' Distribution Amount for a Certificate Distribution Date exceeds the amount for such Certificate Distribution Date available for such purposes, the Administrator shall instruct the Indenture Trustee on such Distribution Date to withdraw from the Reserve Account an amount equal to the lesser of such excess (after giving effect to any transfers from the IssuerCapitalized Interest Account on such Certificate Distribution Date), and the amount on deposit in the Reserve Account (after giving effect to paragraphs (d)(i) through (d)(ii) above), and to deposit such withdrawn amount in the Certificate Distribution Account for distribution as provided in Section 5.5.

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132012-1 2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132012-1 2 that has resulted in the acceleration of the Series 20132012-1 2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132012-1 2 Noteholders to fund any shortfalls in amounts owed to the Series 20132012-1 2 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132012-1 2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132012-1 2 Noteholders have been paid in full; (ii) the Series 20132012-1 2 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132014-1 2 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132014-1 2 that has resulted in the acceleration of the Series 20132014-1 2 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132014-1 2 Noteholders to fund any shortfalls in amounts owed to the Series 20132014-1 2 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132014-1 2 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132014-1 2 Noteholders have been paid in full; (ii) the Series 20132014-1 2 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2014-2 Notes on the Closing Date).

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 20132014-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 20132014-1 that has resulted in the acceleration of the Series 20132014-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 20132014-1 Noteholders to fund any shortfalls in amounts owed to the Series 20132014-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 20132014-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 20132014-1 Noteholders have been paid in full; (ii) the Series 20132014-1 Final Maturity Date; and (iii) the termination of the Issuer. (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2014-1 Notes on the Closing Date).

Reserve Account. (a) The Issuer hereby directs the Indenture Trustee to establish at the Corporate Trust Office one or more accounts with respect to both Classes of Notes that shall collectively be the "Reserve Account". On each Transfer DatePayment Date the Indenture Trustee shall deposit to the Reserve Account the amounts, if any, described in Section 8.02(c)(viii) hereof. The amount so deposited from Available Funds with respect to Class A-1 shall be the aggregate "Class A-2 Cash O/C Amount," and the amount of so deposited from the Available Non-Principal Collections is less than Funds with respect to Class A-2 shall be the aggregate amount required to be paid or deposited pursuant to clauses "Class A-1 Cash O/C Amount." (i) through If, on any Payment Date, and after taking into account the application of the Class A-1 Available Funds plus any Crossover Amount available from Group II (vi) but not the proceeds of Section 4.4(aany Insured Payment), the Issuer full amount of the Class A-1 Note Interest has not been paid, and/or a Class A-1 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Class A-1 Cash O/C Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds and deposit in the Required Reserve Note Account Amount, for the Class A-1 Notes an amount equal to the lesser of (x) the Class A-1 Cash O/C Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-1 Note Interest and the amount of such Class A-1 Overcollateralization Deficit. (ii) If, on any Payment Date, and after taking into account, the application of the Class A-2 Available Funds plus any Crossover Amount available from the Group I (but not the proceeds of any Insured Payment), the full amount of the Class A-2 Note Interest has not been paid, and/or a Class A-2 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the Class A-2 Cash O/C Amount then on deposit in the Reserve Account and deposit in the Note Account for the Class A-2 Notes an amount equal to the lesser of (x) the Class A-2 O/C Cash Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-2 Note Interest and the amount of such Class A-2 Overcollateralization Deficit. (iii) If, on any Payment Date, and after taking into account the application of the Class A-1 Available Funds plus any Crossover Amount available from Group II (but not the proceeds of any Insured Payment), the full amount of the Class A-1 Note Interest has not been paid, and/or a Class A-1 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the remaining Class A-2 Cash O/C Amount then on deposit in the Reserve Account and deposit in the Note Account for the Class A-1 Notes an amount equal to the lesser of (x) the remaining Class A-2 Cash O/C Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-1 Note Interest and the amount of such Class A-1 Overcollateralization Deficit. (iv) If, on any Payment Date, and after taking into account, the application of the Class A-2 Available Funds plus any Crossover Amount available from the Group I (but not the proceeds of any Insured Payment), the full amount of the Class A-2 Note Interest has not been paid, and/or a Class A-2 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the remaining Class A-1 Cash O/C Amount then on deposit in the Reserve Account and deposit in the Note Account for the Class A-2 Notes an amount equal to the lesser of (x) the remaining Class A-1 O/C Cash Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-2 Note Interest and the amount of such Class A-2 Overcollateralization Deficit. (i) If, on any Payment Date, (A) the sum of (x) the Class A-1 Overcollateralization Amount, after taking into account all distributions on such Payment Date other than any distribution of any Class A-1 Overcollateralization Surplus, plus (y) the Class A-1 Cash O/C Amount on deposit in the Reserve Account, after taking into account any withdrawals therefrom pursuant to clause (b)(i) above, exceeds (B) the Class A-1 Required Overcollateralization Amount for such Payment Date (such excess being a "Class A-1 Aggregate O/C Surplus Amount"), the lesser of (I) such Class A-1 Aggregate O/C Surplus Amount and (II) the Class A-1 Cash O/C Amount shall be withdrawn released from the Reserve Account and distributed to the Issuer related Certificateholders as a distribution with respect to Group I. (ii) If, on the related any Payment Date. On , (A) the date on which sum of (x) the Reserve Account has been terminatedClass A-2 Overcollateralization Amount, after giving effect to any withdrawal taking into account all distributions on such date pursuant to Section 4.10(aPayment Date other than any distribution of any Class A-2 Overcollateralization Surplus plus (y) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining Class A-2 Cash O/C Amount on deposit in the Reserve Account after taking into account any withdrawals therefrom pursuant to clause (b)(ii) above exceeds (B) the Class A-2 Required Overcollateralization Amount for such Payment Date (such excess being a "Class A-2 Aggregate O/C Surplus Amount"), the lesser of (I) such Class A-2 Aggregate O/C Surplus Amount and (II) the Class A-2 Cash O/C Amount shall be released from the Reserve Account and distributed to the Issuerrelated Certificateholders as a distribution with respect to Group II. (ei) The As of any Payment Date, the lesser of (A) the excess of (I) the Class A-1 Aggregate O/C Surplus Amount over (II) the amount of the Class A-1 Cash O/C Amount released from the Reserve Account will terminate on the earliest pursuant to occur of clause (ic)(i) above and (B) the date on which Class A-1 Monthly Principal Available for such Payment Date is the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; "Class A-1 Overcollateralization Surplus" for such Payment Date. (ii) As of any Payment Date, the Series 2013-1 Final Maturity Date; lesser of (A) the excess of (I) the Class A-2 Aggregate O/C Surplus Amount over (II) the amount of the Class A-2 Cash O/C Amount released from the Reserve Account pursuant to clause (c)(ii) above and (iiiB) the termination of Class A-2 Monthly Principal Available for such Payment Date is the Issuer"Class A-2 Overcollateralization Surplus" for such Payment Date.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.7(b) above and Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account the on such Monthly Servicing Payment Date or Distribution Date an amount of equal to such deficiency up excess, to the Available extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(f) below, amounts on deposit in the Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a)will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) On In the Series 2013-1 Final Maturity Date, and event that the Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any day following Distribution Date (after giving effect to required distributions from the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 NotesCapitalized Interest Account), the Issuer Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein after giving effect to clause (a) above, and deposit to distribute such amount amounts in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls same order and priority as is set forth in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Sections 2.8(a) through 2.8(d) above. (c) If In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any Transfer Dateclass of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Sections 2.8(e), 2.8(f), 2.8(g), 2.8(h) or 2.8(i) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to all withdrawals from the Reserve Accountclauses (a) and (b) above, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant and to Section 4.4(a)(viii) up distribute such amount to the amount of Class A Noteholders entitled thereto, in the Reserve Account Deficiencysame order and priority as is set forth in Sections 2.8(e) through 2.8(i) above. (d) IfIn the event that the Class B Noteholders' Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(j) on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to all withdrawals from clauses (a) through (c) above, and deposits to distribute such amount to the Reserve Account on any Transfer DateClass B Noteholders entitled thereto. (e) After giving effect to clauses (a) through (d) above, if the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, any Distribution Date (after giving effect to any withdrawal all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this Section 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (f) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Administrator or the Interest Rate Cap Counterparty, as applicable, to the extent that Available Funds on such date pursuant are insufficient to Section 4.10(a) or Section 4.10(b) and making any payments to make the Series 2013-1 Noteholders required pursuant to this Indenture Supplementfollowing payments, all amounts then remaining in the Reserve Account shall be released used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Issuer. (e) Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account will terminate is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the earliest Notes, and to occur of (i) pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the date on which Administrator shall instruct the Note Principal Balance has been paid in full Eligible Lender Trustee and all other amounts payable the Indenture Trustee to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuermake such payments.

Reserve Account. (a) On each Transfer If on any Distribution Date, if Available Funds, less amounts thereof distributed on the aggregate amount Class A-1, Class A-2 and Class A-3 Notes in respect of Available Non-Principal Collections is less than interest, are insufficient to make full payment of interest on the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) Class A-4 Notes, in accordance with paragraphs seventh and eighth of Section 4.4(a), 8.02(c) the Issuer shall Trustee will withdraw from the Reserve Account the amount of such the deficiency up to from the Available Class A-4 Reserve Account Amount and shall apply such (or the amount in accordance with such clauses of Section 4.4(a). on deposit therein, if less) (bthe "Class A-4 Reserve Withdrawal Amount") On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Collection Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed Holders of the Class A-4 Notes. Any Class A-4 Reserve Withdrawal Amount will be reimbursed to the Series 2013-1 Noteholders Class A-4 Reserve Account in accordance with paragraph ninth of Section 8.02(c). Other than any such reimbursement, no person will have any obligation to deposit any amounts in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Class A-4 Reserve Account Amount is less than following the Required Reserve Account Amount then in effectClosing Date. So long as no Default or Event of Default shall have occurred and be continuing, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount all or a portion of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Class A-4 Reserve Account shall be released to invested and reinvested by the Trustee at the Issuer. (e) The Reserve Account will terminate on the earliest to occur of 's direction in one or more Eligible Investments bearing interest or sold at discount. Such Eligible Investments must mature such that at any point in time: (i) an amount up to three month's interest on the date on which the Note Class A-4 Outstanding Principal Balance has been paid in full and all other amounts payable as of the immediately preceding Distribution Date must mature no later than two Business Days prior to the Series 2013-1 Noteholders have been paid in fullnext Distribution Date; (ii) the Series 2013-1 Final Maturity excess of such Eligible Investments up to an amount equal to three month's interest on the Class A-4 Outstanding Principal Balance as of the immediately preceding Distribution Date must mature no later than two Business Days prior to the second succeeding Distribution Date; (iii) the excess of such Eligible Investments up to an amount equal to three month's interest on the Class A-4 Outstanding Principal Balance as of the immediately preceding Distribution Date must mature no later than two Business Days prior to the third succeeding Distribution Date; and (iiiiv) the termination excess of such Eligible Investments must mature no later than two Business Days prior to the Issuerfourth succeeding Distribution Date.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Collection Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses of Section 4.4(a)for distribution to the Noteholders. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Section 5.05(a)(ii)(C) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Special Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on the Class A-2 Final Maturity Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date and; (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Noteholders. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount of for distribution to the Reserve Account DeficiencyNoteholders. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of both the Outstanding Amount of the Notes and of the Certificate Balance of the Overcollateralization Certificates until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of the Certificate Balance of the Overcollateralization Certificates and of all other amounts owing or Section 4.10(b) to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders and making the termination of the Trust, any payments amount then allocated to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the IssuerSeller. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer date of acquisition by the Issuer of Purchased Contracts from the Seller and the Seller ’s interest in the related Equipment pursuant to the Purchase and Contribution Agreement and Section 13.06(b), 1.5% of the Discounted Pool Balance (measured as of the related Cut-Off Date) of the related Purchased Contracts will be deposited into the Reserve Account. (b) If on any Payment Date, if (i) amounts on deposit in the aggregate Collection Account are insufficient to reduce the Aggregate Outstanding Note Balance to an amount of Available Non-Principal Collections is less lower than or equal to the aggregate amount required to be paid or deposited pursuant to Discounted Pool Balance, plus amounts then on deposit in the Prefunding Account, after applying clauses (i) through (vixii) of Section 4.4(a), the Issuer shall withdraw from 13.03(c) or clauses (i) through (xiii) of Section 13.03(d) or (ii) amounts on deposit in the Reserve Account are greater than or equal to the Aggregate Outstanding Note Balance, the Trustee will withdraw, to the extent of funds on deposit in the Reserve Account, in the case of (i), the amount of such deficiency up insufficiency or, in the case of (ii), all funds and deposit such amounts into the Collection Account to be used as Available Funds; provided, that all amounts so withdrawn shall be applied in reduction of principal until the Outstanding Note Balance of the Class A Notes has been reduced to zero, and then in reduction of principal until the Outstanding Note Balance of the Class B Notes has been reduced to zero, then in reduction of principal until the Outstanding Note Balance of the Class C Notes has been reduced to zero, then in reduction of principal until the Outstanding Note Balance of the Class D Notes has been reduced to zero, then in reduction of principal until the Outstanding Note Balance of the Class E-1 Notes has been reduced to zero, and then in reduction of principal until the Outstanding Note Balance of the Class E-2 Notes has been reduced to zero. Upon the occurrence of any Event of Default that results in acceleration of the Notes and is not waived on or before the next Payment Date, all funds maintained in the Reserve Account shall be transferred to the Collection Account by the Trustee to be used as Available Reserve Account Amount and shall apply such amount Funds in accordance with such clauses of Section 4.4(a13.03(d). (b) . On the Series 2013-1 Final Stated Maturity Date, and on any day following at the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration option of the Series 2013-1 NotesIssuer in connection with any redemption pursuant to Article XI, the Issuer shall withdraw from any remaining funds on deposit in the Reserve Account the Available Reserve Account Amount and deposit such amount shall be deposited in the Distribution Collection Account for payment to be used as Available Funds and distributed in accordance with Section 13.03(c) or 13.03(d), as applicable. Notwithstanding the Series 2013-1 Noteholders to fund foregoing, any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii13.03(c)(xiii)(ii) up shall only be deposited into the Collection Account for purposes of funding amounts due to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on Hedge Provider under the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the IssuerHedge Agreement. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses of Section 4.4(a)for distribution to the Noteholders. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Section 5.05(a)(ii)(C) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date and; (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Noteholders. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount of for distribution to the Reserve Account DeficiencyNoteholders. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of both the Outstanding Amount of the Notes and of the Certificate Balance of the Certificates until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of the Certificate Balance of the Certificates and of all other amounts owing or Section 4.10(b) to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders and making the termination of the Trust, any payments amount then allocated to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the IssuerSeller. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.7(b) above and Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account the on such Monthly Servicing Payment Date or Distribution Date an amount of equal to such deficiency up excess, to the Available extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(f) below, amounts on deposit in the Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a)will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) On In the Series 2013-1 Final Maturity Date, and event that the Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any day following Distribution Date (after giving effect to required distributions and/or allocations from the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 NotesCapitalized Interest Account), the Issuer Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein after giving effect to clause (a) above, and deposit to distribute such amount amounts in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls same order and priority as is set forth in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Sections 2.8(a) through 2.8(d) above. (c) If In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Transfer DateClass of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.8(e) above on such date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to all withdrawals from the Reserve Accountclauses (a) and (b) above, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant and to Section 4.4(a)(viii) up distribute such amount to the amount of Class A Noteholders entitled thereto, in the Reserve Account Deficiencysame order and priority as is set forth in Section 2.8(e) above. (d) IfIn the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(f) above on such date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to all withdrawals from clauses (a) through (c) above, and deposits to distribute such amount to the Reserve Account on any Transfer DateClass B Noteholders entitled thereto. (e) After giving effect to clauses (a) through (d) above, if the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, any Distribution Date (after giving effect to any withdrawal all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Paying Agent in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (f) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the extent that Available Funds on such date pursuant are insufficient to Section 4.10(a) or Section 4.10(b) and making any payments to make the Series 2013-1 Noteholders required pursuant to this Indenture Supplementfollowing payments, all amounts then remaining in the Reserve Account shall be released used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Issuer. (e) holder of the Trust Certificate. The holder of the Trust Certificate shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account will terminate is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the earliest Notes, and to occur of (i) the date on which the Note Principal Balance has been paid in full pay any unpaid Primary Servicing Fee, Carryover Servicing Fee and all other amounts payable due by the Trust on such Distribution Date, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Paying Agent and the Owner Trustee to use all amounts on deposit in the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; Reserve Account and (iii) the termination of the Issuerall other Available Funds to pay such amounts due or outstanding.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the amounts specified in Section 5.05(a)(i) and in clauses (A), (B) and (C) of Section 5.05(a)(ii)) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Senior Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses for distribution to the Noteholders of Section 4.4(a)Senior Notes. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Sections 5.05(a)(ii)(E), (G) and (I) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount of the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount of the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; or (C) the Class B Notes so that the Outstanding Amount of the Class B Notes equals zero on the Class B Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available extent of funds available therein, and allocate such amount for distribution to the related Noteholders in accordance with this Agreement and the Indenture. (iii) In the event that the Outstanding Amount of the Senior Notes exceeds the Related Pool Balance, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account Amount on the related Payment Date an amount equal to such excess, to the extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to Holders of the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Senior Notes. (c) If on any Transfer DateSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account applied pursuant to Section 4.4(a)(viii5.05(a) up following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Senior Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to the amount Holders of the Reserve Account Deficiency. (d) IfSenior Notes, after giving effect any amount then allocated to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination Holders of the IssuerClass C Notes.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses of Section 4.4(a)for distribution to the Noteholders. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Section 5.05(a)(ii)(C) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date; and (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in accordance with the order of priority described in Section 4.4(a)Sale and Servicing Agreement. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount of for distribution to the Reserve Account DeficiencyNoteholders. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of both the Outstanding Amount of the Notes and of the Certificate Balance of the Certificates until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of the Certificate Balance of the Certificates and of all other amounts owing or Section 4.10(b) to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders and making the termination of the Trust, any payments amount then allocated to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the IssuerSeller. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses of Section 4.4(a)for distribution to the Noteholders. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Section 5.05(a)(ii)(C) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date and; (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Noteholders. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount of for distribution to the Reserve Account DeficiencyNoteholders. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of both the Outstanding Amount of the Notes and of the Certificate Balance of the Overcollateralization Certificates until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of the Certificate Balance of the Overcollateralization Certificates and of all other amounts owing or Section 4.10(b) to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders and making the termination of the Trust, any payments amount then allocated to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the IssuerSeller. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) The Issuer hereby directs the Indenture Trustee to establish through its Corporate Trust Office one or more accounts with respect to both Classes of Notes that shall collectively be the "Reserve Account". On each Transfer DatePayment Date the Indenture Trustee shall deposit to the Reserve Account the amounts, if any, described in Section 8.02(c)(viii) hereof. The amount so deposited from Available Funds with respect to Class A-1 shall be the aggregate "Class A-2 Cash O/C Amount," and the amount of so deposited from the Available Non-Principal Collections is less than Funds with respect to Class A-2 shall be the aggregate amount required to be paid or deposited pursuant to clauses "Class A-1 Cash O/C Amount." (i) through If, on any Payment Date, and after taking into account the application of the Class A-1 Available Funds plus any Crossover Amount available from Group II (vi) but not the proceeds of Section 4.4(aany Insured Payment), the Issuer full amount of the Class A-1 Note Interest has not been paid, and/or a Class A-1 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Class A-1 Cash O/C Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds and deposit in the Required Reserve Note Account Amount, for the Class A-1 Notes an amount equal to the lesser of (x) the Class A-1 Cash O/C Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-1 Note Interest and the amount of such Class A-1 Overcollateralization Deficit. (ii) If, on any Payment Date, and after taking into account, the application of the Class A-2 Available Funds plus any Crossover Amount available from the Group I (but not the proceeds of any Insured Payment), the full amount of the Class A-2 Note Interest has not been paid, and/or a Class A-2 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the Class A-2 Cash O/C Amount then on deposit in the Reserve Account and deposit in the Note Account for the Class A-2 Notes an amount equal to the lesser of (x) the Class A-2 O/C Cash Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-2 Note Interest and the amount of such Class A-2 Overcollateralization Deficit. (iii) If, on any Payment Date, and after taking into account the application of the Class A-1 Available Funds plus any Crossover Amount available from Group II (but not the proceeds of any Insured Payment), the full amount of the Class A-1 Note Interest has not been paid, and/or a Class A-1 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the remaining Class A-2 Cash O/C Amount then on deposit in the Reserve Account and deposit in the Note Account for the Class A-1 Notes an amount equal to the lesser of (x) the remaining Class A-2 Cash O/C Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-1 Note Interest and the amount of such Class A-1 Overcollateralization Deficit. (iv) If, on any Payment Date, and after taking into account, the application of the Class A-2 Available Funds plus any Crossover Amount available from the Group I (but not the proceeds of any Insured Payment), the full amount of the Class A-2 Note Interest has not been paid, and/or a Class A-2 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the remaining Class A-1 Cash O/C Amount then on deposit in the Reserve Account and deposit in the Note Account for the Class A-2 Notes an amount equal to the lesser of (x) the remaining Class A-1 O/C Cash Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-2 Note Interest and the amount of such Class A-2 Overcollateralization Deficit. (i) If, on any Payment Date, (A) the sum of (x) the Class A-1 Overcollateralization Amount, after taking into account all distributions on such Payment Date other than any distribution of any Class A-1 Overcollateralization Surplus, plus (y) the Class A-1 Cash O/C Amount on deposit in the Reserve Account, after taking into account any withdrawals therefrom pursuant to clause (b)(i) above, exceeds (B) the Class A-1 Required Overcollateralization Amount for such Payment Date (such excess being a "Class A-1 Aggregate O/C Surplus Amount"), the lesser of (I) such Class A-1 Aggregate O/C Surplus Amount and (II) the Class A-1 Cash O/C Amount shall be withdrawn released from the Reserve Account and distributed to the Issuer related Certificateholders as a distribution with respect to Group I. (ii) If, on any Payment Date, (A) the sum of (x) the Class A-2 Overcollateralization Amount, after taking into account all distributions on such Payment Date other than any distribution of any Class A-2 Overcollateralization Surplus plus (y) the Class A-2 Cash O/C Amount on deposit in the Reserve Account after taking into account any withdrawals therefrom pursuant to clause (b)(ii) above exceeds (B) the Class A-2 Required Overcollateralization Amount for such Payment Date (such excess being a "Class A-2 Aggregate O/C Surplus Amount"), the lesser of (I) such Class A-2 Aggregate O/C Surplus Amount and (II) the Class A-2 Cash O/C Amount shall be released from the Reserve Account and distributed to the related Certificateholders as a distribution with respect to Group II. (i) As of any Payment Date, the lesser of (A) the excess of (I) the Class A-1 Aggregate O/C Surplus Amount over (II) the amount of the Class A-1 Cash O/C Amount released from the Reserve Account pursuant to clause (c)(i) above and (B) the Class A-1 Monthly Principal Available for such Payment Date is the "Class A-1 Overcollateralization Surplus" for such Payment Date. (ii) As of any Payment Date, the lesser of (A) the excess of (I) the Class A-2 Aggregate O/C Surplus Amount over (II) the amount of the Class A-2 Cash O/C Amount released from the Reserve Account pursuant to clause (c)(ii) above and (B) the Class A-2 Monthly Principal Available for such Payment Date is the "Class A-2 Overcollateralization Surplus" for such Payment Date. (e) So long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Reserve Account (other than amounts received pursuant to Section 8.05) shall be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Payment Date. On the date on which the Reserve Account has been terminatedAll income or other gains, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplementif any, all amounts then remaining from investment of moneys deposited in the Reserve Account shall be for the benefit of the Issuer and on each Payment Date, any such amounts may be released from the Reserve Account and paid to the Issuer. (e) The Issuer for deposit in the Certificate Distribution Account established and maintained pursuant to the Trust Agreement. Any loss resulting from such investment of moneys deposited in a Reserve Account will terminate on the earliest shall be reimbursed immediately as incurred to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of such Reserve Account by the Issuer. Subject to Section 6.01 and the preceding sentence, the Issuer shall not in any way be held liable by reason of any insufficiency in such Reserve Account.

Reserve Account. (a) On the Closing Date, the Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Transfer Distribution Date. (i) [Reserved] (ii) On each Distribution Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account (after taking into account any deposits thereto pursuant to SECTIONS 5.04(b)(x) and (xiv) and any withdrawals therefrom pursuant to SECTION 5.05(c) and (d)) is greater than the Specified Reserve Account Balance for such Distribution Date (which shall be calculated to give effect to the reduction in the outstanding principal balance of the Notes to result from the deposits made in the Class A Note Distribution Account pursuant to SECTIONS 5.04(b)(v), (vi) or (vii) or 5.05(c) and the Class B Note Distribution Account pursuant to SECTIONS 5.04(b)(viii) or 5.05(d) on such Distribution Date), then the Servicer shall instruct the Indenture Trustee (A) to deposit the entire amount of such excess to the Class A Note Distribution Account (x) for distribution to Class A-1 Noteholders as principal (until the Class A-1 Notes have been paid in full) and then (y) for distribution to Class A-2 Noteholders as principal (until the Class A-2 Notes have been paid in full) and then (z) for distribution to the Class A-3 Noteholders as principal (until the Class A-3 Notes have been paid in full) and then (B) deposit the amount of such excess not distributed to the Class A-3 Noteholders following their payment in full to the Class B Note Distribution Account for distribution to Class B Noteholders as principal (until the Class B Notes are paid in full). The amount of such excess not distributed to the Class B Noteholders following their payment in full pursuant to the immediately preceding sentence shall be distributed to the Seller. (c) In the event that the Class A Noteholders' Distributable Amount for a Distribution Date exceeds the Required amount deposited into the Class A Note Distribution Account pursuant to SECTIONS 5.04(b)(iii), (v), (vi) and (vii) on such Distribution Date, the Indenture Trustee shall withdraw from the Reserve Account Amounton such Distribution Date, upon receipt of the instruction from the Servicer pursuant to Section 5.04(b), to the extent of funds available therein, an amount equal to such excess excess, and the Indenture Trustee shall be withdrawn deposit such amount into the Class A Note Distribution Account pursuant to the terms of the Indenture. (d) In the event that the Class B Distributable Amount for a Distribution Date exceeds the amount deposited in the Class B Distribution Account pursuant to SECTION 5.04(b)(iv) and (viii) on such Distribution Date, the Indenture Trustee shall withdraw on such Distribution Date from the Reserve Account, upon receipt of the instruction of the Servicer pursuant to Section 5.04(b), to the extent of funds available therein after giving effect to paragraph (c) above, an amount equal to such excess, and the Indenture Trustee shall deposit such amount into the Class B Distribution Account pursuant to the terms of the Indenture. (e) The Certificate Balance shall be reduced on any Distribution Date by the excess, if any, of (i) the sum of (A) the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account pursuant to SECTION 5.04(b)(xii) on such Distribution Date (and the resulting distributions pursuant to the Trust Agreement)) and (B) the aggregate outstanding principal balance of the Notes (after giving effect to the reduction in the aggregate outstanding principal balance of the Notes to result from the deposits made in the Class A Note Distribution Account and distributed to the Issuer Class B Note Distribution Account on such Distribution Date and on prior Distribution Dates) over (ii) the sum of (A) the Pool Balance as of the close of business on the related Payment Date. On last day of the date preceding Collection Period and (B) the amount on which deposit in the Reserve Account has been terminated, after giving effect to any withdrawal distributions therefrom on such date Distribution Date. Thereafter, the Certificate Balance shall be increased to the extent that any portion of the Total Distribution Amount is available to pay the existing Certificateholder's Principal Carryover Shortfall before making any deposits to the Reserve Account pursuant to SECTION 5.04(b)(xiv), but not by more than the aggregate reductions in the Certificate Balance pursuant to this paragraph. (f) [Reserved] (g) Notwithstanding anything in this Section 5.05 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to 5.02 of the Series 2013-1 Noteholders required pursuant to this Indenture SupplementIndenture, all amounts then remaining on deposit in the Reserve Account shall be released to applied by the Issuer. (eIndenture Trustee in accordance with Section 5.04(b) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the IssuerIndenture.

Reserve Account. (a) On the Closing Date, the Seller shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Servicer shall determine the Specified Reserve Account Balance for each Transfer Distribution Date. (i) [Reserved] (ii) On each Distribution Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account (after taking into account any deposits thereto pursuant to SECTIONS 5.04(B)(X) and (XIV) and any withdrawals therefrom pursuant to SECTION 5.05(C) and (D)) is greater than the Specified Reserve Account Balance for such Distribution Date (which shall be calculated to give effect to the reduction in the outstanding principal balance of the Notes to result from the deposits made in the Class A Note Distribution Account pursuant to SECTIONS 5.04(B)(V), (VI) or (VII) or 5.05(C) and the Class B Note Distribution Account pursuant to SECTIONS 5.04(B)(VIII) or 5.05(D) on such Distribution Date), then the Servicer shall instruct the Indenture Trustee (A) to deposit the entire amount of such excess to the Class A Note Distribution Account (x) for distribution to Class A-1 Noteholders as principal (until the Class A-1 Notes have been paid in full) and then (y) for distribution to Class A-2 Noteholders as principal (until the Class A-2 Notes have been paid in full) and then (z) for distribution to the Class A-3 Noteholders as principal (until the Class A-3 Notes have been paid in full) and then (B) deposit the amount of such excess not distributed to the Class A-3 Noteholders following their payment in full to the Class B Note Distribution Account for distribution to Class B Noteholders as principal (until the Class B Notes are paid in full). The amount of such excess not distributed to the Class B Noteholders following their payment in full pursuant to the immediately preceding sentence shall be distributed to the Seller. (c) In the event that the Class A Noteholders' Distributable Amount for a Distribution Date exceeds the Required amount deposited into the Class A Note Distribution Account pursuant to SECTIONS 5.04(B)(III), (V), (VI) and (VII) on such Distribution Date, the Indenture Trustee shall withdraw from the Reserve Account Amounton such Distribution Date, upon receipt of the instruction from the Servicer pursuant to Section 5.04(b), to the extent of funds available therein, an amount equal to such excess excess, and the Indenture Trustee shall be withdrawn deposit such amount into the Class A Note Distribution Account pursuant to the terms of the Indenture. (d) In the event that the Class B Distributable Amount for a Distribution Date exceeds the amount deposited in the Class B Distribution Account pursuant to SECTION 5.04(B)(IV) and (VIII) on such Distribution Date, the Indenture Trustee shall withdraw on such Distribution Date from the Reserve Account, upon receipt of the instruction of the Servicer pursuant to Section 5.04(b), to the extent of funds available therein after giving effect to paragraph (c) above, an amount equal to such excess, and the Indenture Trustee shall deposit such amount into the Class B Distribution Account pursuant to the terms of the Indenture. (e) The Certificate Balance shall be reduced on any Distribution Date by the excess, if any, of (i) the sum of (A) the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account pursuant to SECTION 5.04(B)(XII) on such Distribution Date (and the resulting distributions pursuant to the Trust Agreement)) and (B) the aggregate outstanding principal balance of the Notes (after giving effect to the reduction in the aggregate outstanding principal balance of the Notes to result from the deposits made in the Class A Note Distribution Account and distributed to the Issuer Class B Note Distribution Account on such Distribution Date and on prior Distribution Dates) over (ii) the sum of (A) the Pool Balance as of the close of business on the related Payment Date. On last day of the date preceding Collection Period and (B) the amount on which deposit in the Reserve Account has been terminated, after giving effect to any withdrawal distributions therefrom on such date Distribution Date. Thereafter, the Certificate Balance shall be increased to the extent that any portion of the Total Distribution Amount is available to pay the existing Certificateholder's Principal Carryover Shortfall before making any deposits to the Reserve Account pursuant to SECTION 5.04(B)(XIV), but not by more than the aggregate reductions in the Certificate Balance pursuant to this paragraph. (f) [Reserved] (g) Notwithstanding anything in this Section 5.05 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to 5.02 of the Series 2013-1 Noteholders required pursuant to this Indenture SupplementIndenture, all amounts then remaining on deposit in the Reserve Account shall be released to applied by the Issuer. (eIndenture Trustee in accordance with Section 5.04(b) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the IssuerIndenture.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.7(b) above and Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account the on such Monthly Servicing Payment Date or Distribution Date an amount of equal to such deficiency up excess, to the Available extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(f) below, amounts on deposit in the Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a)will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) On In the Series 2013-1 Final Maturity Date, and event that the Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any day following Distribution Date (after giving effect to required distributions and/or allocations from the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 NotesCapitalized Interest Account), the Issuer Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein after giving effect to clause (a) above, and deposit to distribute such amount amounts in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls same order and priority as is set forth in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a).Sections 2.8(a) through 2.8(d) above. Administration Agreement (c) If In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Transfer DateClass of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.8(e) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to all withdrawals from the Reserve Accountclauses (a) and (b) above, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant and to Section 4.4(a)(viii) up distribute such amount to the amount of Class A Noteholders entitled thereto, in the Reserve Account Deficiencysame order and priority as is set forth in Section 2.8(e) above. (d) IfIn the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to all withdrawals from clauses (a) through (c) above, and deposits to distribute such amount to the Reserve Account on any Transfer DateClass B Noteholders entitled thereto. (e) After giving effect to clauses (a) through (d) above, if the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, any Distribution Date (after giving effect to any withdrawal all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (f) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the extent that Available Funds on such date pursuant are insufficient to Section 4.10(a) or Section 4.10(b) and making any payments to make the Series 2013-1 Noteholders required pursuant to this Indenture Supplementfollowing payments, all amounts then remaining in the Reserve Account shall be released used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Issuer. (e) Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account will terminate is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the earliest Notes, and to occur of (i) pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the date on which Administrator shall instruct the Note Principal Balance has been paid in full Eligible Lender Trustee and all other amounts payable the Indenture Trustee to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuermake such payments.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required Depositor shall deposit, or cause to be paid deposited, the Reserve Account Initial Deposit into the Reserve Account. (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or deposited Distribution Date exceeds the amount distributed to the Servicer pursuant to clauses (iSection 2.7(b) through (viabove and Section 2.8(a) of Section 4.4(a)above on such Monthly Servicing Payment Date or Distribution Date, the Issuer Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account the on such Monthly Servicing Payment Date or Distribution Date an amount of equal to such deficiency up excess, to the Available Reserve Account Amount extent of funds available therein, and shall apply to distribute such amount to the Servicer; provided, however, that, except as provided in accordance with such clauses of Section 4.4(a). (b2.10(f) On the Series 2013-1 Final Maturity Datebelow, and amounts on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted deposit in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment will not be available to cover any unpaid Carryover Servicing Fee to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Servicer. (c) If the Available Funds, plus amounts transferred from the Capitalized Interest Account through the December 2014 Distribution Date pursuant to Section 2.9 above, are insufficient to make the payments described under Sections 2.8(a) and 2.8(b) above on any Transfer Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to all withdrawals from clause (b) above, and to distribute such amounts in the Reserve Account, the Available Reserve Account Amount same order and priority as is less than the Required Reserve Account Amount then set forth in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency2.8 above. (d) If, on the Note Final Maturity Date, the amount distributed to such Noteholders pursuant to Section 2.8(c) above on such date is insufficient to reduce the Outstanding Amount of the Notes to zero, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Note Final Maturity Date the amount required to reduce the principal balance of any such maturing Notes to zero, to the extent of funds available therein after giving effect to all withdrawals from clauses (b) and deposits (c) above, and to distribute such amount to the Reserve Account on any Transfer DateNoteholders, as set forth in Section 2.8(c) above. (e) After giving effect to clauses (b) through (d) above, if the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, any Distribution Date (after giving effect to any withdrawal all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this Section 2.10(e)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (f) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the extent that Available Funds on such date pursuant are insufficient to Section 4.10(a) or Section 4.10(b) and making any payments to make the Series 2013-1 Noteholders required pursuant to this Indenture Supplementfollowing payments, all amounts then remaining in the Reserve Account shall be released used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Issuer. (e) holder of the Trust Certificate. The holder of the Trust Certificate shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.10(f). Anything in this Section 2.10 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account will terminate and any other Available Funds is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the earliest Notes, and to occur of (i) the date on which the Note Principal Balance has been paid in full pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts payable due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; Reserve Account and (iii) the termination of the Issuerall other Available Funds to pay such amounts due or outstanding.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required Depositor shall deposit, or cause to be paid deposited, the Reserve Account Initial Deposit into the Reserve Account. (b) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or deposited Distribution Date exceeds the amount distributed to the Servicer pursuant to clauses (iSection 2.7(b) through (viabove and Section 2.8(a)(i) of Section 4.4(a)above on such Monthly Servicing Payment Date or Distribution Date, the Issuer Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account the on such Monthly Servicing Payment Date or Distribution Date an amount of equal to such deficiency up excess, to the Available extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.10(h) below, amounts on deposit in the Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a)will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (bc) On In the Series 2013-1 Final Maturity event that the Available Funds are insufficient to make the payments described under Sections 2.8(a)(i), (ii), (iii), (v) and (vii) above on any Distribution Date, and on any day following the occurrence of an Event of Default with respect Administrator shall instruct the Indenture Administrator in writing to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit on each Distribution Date an amount equal to such amount in the Distribution Account for payment deficiency, to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order extent of priority described in Section 4.4(a). (c) If on any Transfer Date, funds available therein after giving effect to all withdrawals from clause (b) above, and to distribute such amounts in the Reserve Account, the Available Reserve Account Amount same order and priority as is less than the Required Reserve Account Amount then set forth in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viiiSections 2.8(a)(i) up to the amount of the Reserve Account Deficiencythrough 2.8(a)(vii) above. (d) IfIn the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.8(b) above on such date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to all withdrawals clauses (b) and (c) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(b) above. (e) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(b) on such date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from and deposits to the Reserve Account on any Transfer Datethe Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (b) through (d) above, and to distribute such amount to the Class B Noteholders entitled thereto. (f) In the event that the Class C Noteholders’ Principal Distribution Amount on the Class C Maturity Date exceeds the amount distributed to the Class C Noteholders pursuant to Section 2.8(b) on such date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on the Class C Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses (b) through (e) above, and to distribute such amount to the Class C Noteholders entitled thereto. (g) After giving effect to clauses (b) through (f) above, if the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, any Distribution Date (after giving effect to any withdrawal all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this Section 2.10(g)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (h) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees and Termination Payments) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Swap Counterparty, the Indenture Trustee or the Administrator, to the extent that Available Funds on such date pursuant are insufficient to Section 4.10(a) or Section 4.10(b) and making any payments to make the Series 2013-1 Noteholders required pursuant to this Indenture Supplementfollowing payments, all amounts then remaining in the Reserve Account shall first be released used to pay any Carryover Servicing Fees and second to pay any Termination Payment. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Issuer. (e) holder of the Trust Certificate. The holder of the Trust Certificate shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.10(h). Anything in this Section 2.10 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account will terminate and any other Available Funds is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the earliest Notes, and to occur of (i) pay any amount owing to the date on which the Note Principal Balance has been paid in full Swap Counterparty, any unpaid Primary Servicing Fees and Administration Fees and all other amounts payable due by the Trust on such Distribution Date, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; Reserve Account and (iii) the termination of the Issuerall other Available Funds to pay such amounts due or outstanding.

Reserve Account. (a) The Issuer hereby directs the Indenture Trustee to establish at the Corporate Trust Office one or more accounts with respect to both Classes of Notes that shall collectively be the "Reserve Account". On each Transfer DatePayment Date the Indenture Trustee shall deposit to the Reserve Account the amounts, if any, described in Section 8.02(c)(viii) hereof. The amount so deposited from Available Funds with respect to Class A-1 shall be the aggregate "CLASS A-2 CASH O/C Amount," and the amount of so deposited from the Available Non-Principal Collections is less than Funds with respect to Class A-2 shall be the aggregate amount required to be paid or deposited pursuant to clauses "CLASS A-1 CASH O/C AMOUNT." (i) through If, on any Payment Date, and after taking into account the application of the Class A-1 Available Funds plus any Crossover Amount available from Group II (vi) but not the proceeds of Section 4.4(aany Insured Payment), the Issuer full amount of the Class A-1 Note Interest has not been paid, and/or a Class A-1 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Class A-1 Cash O/C Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds and deposit in the Required Reserve Note Account Amount, for the Class A-1 Notes an amount equal to such excess shall be withdrawn from the lesser of (x) the Class A-1 Cash O/C Amount then on deposit in the Reserve Account and distributed to (y) the Issuer amount of such shortfall in the amount of the Class A-1 Note Interest and the amount of such Class A-1 Overcollateralization Deficit. (ii) If, on the related any Payment Date. On , and after taking into account, the date application of the Class A-2 Available Funds plus any Crossover Amount available from the Group I (but not the proceeds of any Insured Payment), the full amount of the Class A-2 Note Interest has not been paid, and/or a Class A-2 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the Class A-2 Cash O/C Amount then on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining deposit in the Reserve Account shall be released and deposit in the Note Account for the Class A-2 Notes an amount equal to the Issuerlesser of (x) the Class A-2 O/C Cash Amount then on deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-2 Note Interest and the amount of such Class A-2 Overcollateralization Deficit. (eiii) The If, on any Payment Date, and after taking into account the application of the Class A-1 Available Funds plus any Crossover Amount available from Group II (but not the proceeds of any Insured Payment), the full amount of the Class A-1 Note Interest has not been paid, and/or a Class A-1 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the remaining Class A-2 Cash O/C Amount then on deposit in the Reserve Account will terminate on and deposit in the earliest Note Account for the Class A-1 Notes an amount equal to occur the lesser of (ix) the date remaining Class A-2 Cash O/C Amount then on which deposit in the Reserve Account and (y) the amount of such shortfall in the amount of the Class A-1 Note Interest and the amount of such Class A-1 Overcollateralization Deficit. (iv) If, on any Payment Date, and after taking into account, the application of the Class A-2 Available Funds plus any Crossover Amount available from the Group I (but not the proceeds of any Insured Payment), the full amount of the Class A-2 Note Interest has not been paid, and/or a Class A-2 Overcollateralization Deficit would result, the Indenture Trustee shall withdraw from the remaining Class A-1 Cash O/C Amount then on deposit in the Reserve Account and deposit in the Note Principal Balance has been paid in full and all other amounts payable Account for the Class A-2 Notes an amount equal to the Series 2013-1 Noteholders have been paid in full; lesser of (iix) the Series 2013-1 Final Maturity Date; remaining Class A-1 O/C Cash Amount then on deposit in the Reserve Account and (iii) the termination of the Issuer.104

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Collection Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses of Section 4.4(a)for distribution to the Noteholders. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Section 5.05(a)(ii)(C) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date and; (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit on such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Class Final Scheduled Payment Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess deficiency, to the extent of funds available therein, and allocate such amount for distribution to the Noteholders. (iii) In the event that the Outstanding Amount of the Notes exceeds the Related Pool Balance, the Servicer shall be withdrawn instruct the Indenture Trustee to withdraw from the Reserve Account and distributed on such Payment Date an amount equal to such excess, to the Issuer on extent of funds available therein, and allocate such amount for distribution to the related Payment Date. On the date on which the Reserve Account has been terminatedNoteholders. (d) Subject to Section 9.01, after giving effect amounts will continue to any withdrawal on such date be applied pursuant to Section 4.10(a5.05(a) following payment in full of both the Outstanding Amount of the Notes and of the Certificate Balance of the Overcollateralization Certificates until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of the Certificate Balance of the Overcollateralization Certificates and of all other amounts owing or Section 4.10(b) to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders and making the termination of the Trust, any payments amount then allocated to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the IssuerSeller. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than Closing Date relating to the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)Series 199_-_ Notes, the Issuer Seller shall withdraw from deposit the Reserve Account Initial Deposit, if any, into the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a)Account. (b) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds on the Required last Note Distribution Date occurring in January, April, July and October (or if in any such month a Certificate Distribution Date occurs after such last Note Distribution Date, on such Certificate Distribution Date) (after giving effect to all deposits or withdrawals therefrom on such Note Distribution Date or Certificate Distribution Date) is greater than the then applicable Specified Reserve Account AmountBalance, the Administrator shall instruct the Indenture Trustee (A) to pay to the Master Servicer out of such excess an amount equal to the amount described in Section 5.5(e)(iii) for such excess shall be withdrawn from the Reserve Account and distributed Note Distribution Date or Certificate Distribution Date (to the Issuer on extent not otherwise paid to the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal Master Servicer on such date Note Distribution Date or Certificate Distribution Date), (B) to pay to the Note Distribution Account out of such remaining excess an amount equal to the amount described in Section 5.5(e)(iv) for such Note Distribution Date or Certificate Distribution Date (to the extent not otherwise paid to the Note Distribution Account on such Note Distribution Date or Certificate Distribution Date), (C) to pay to the Certificate Distribution Account out of such remaining excess an amount equal to the amount described in Section 5.5(e)(v) for such Distribution Date (to the extent not otherwise paid to the Certificate Distribution Account on such Distribution Date), (D) to pay to the Surety Provider any amounts remaining unpaid and owing pursuant to Section 4.10(a2.02(p) or Section 4.10(bof the Insurance Agreement, (E) and making any payments to pay to the Collection Account any amounts required to be paid by the Seller, the Master Servicer or TMSI pursuant to Sections 3.2 or 4.5 as a result of breaches of representations and warranties made in Section 3.1, 4.1, 4.2, 4.3 or 4.4 to the extent the Seller or TMSI has not made such payments within the required time period, and (F) to distribute the remaining amount of such excess to TMS Student Holdings, Inc. as holder of a 1% interest in the Certificates and holder of the Series 2013-1 Noteholders required 199_-_ Certificates, or its permitted successors or assigns ("Student Holdings"). Amounts properly distributed pursuant to this paragraph (b) shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and Student Holdings shall in no event thereafter be required to refund any such distributed amounts. Notwithstanding the foregoing, if set forth in a supplement to this Agreement or a Trust Supplement, holders of Originators' Interests may receive amounts otherwise distributed to TMS Student Holdings, Inc. pursuant to subclause (F) above. (c) Following the payment in full of the aggregate outstanding principal amount of the Notes and the Certificates and of all other amounts then owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, Certificateholders, the Master Servicer, the Administrator or the Surety Provider and the termination of the Trust (including any Servicing Fee Carryovers, Noteholders' Interest Carryover and Certificateholders' Interest Carryover), any amount remaining on deposit in the Reserve Account shall be released distributed to the IssuerStudent Holdings. Student Holdings shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.6(c). (ei) The In the event that on the first Note Distribution Date for any Series of Notes occurring in March, June, September and December, or with respect to Section 5.5(c)(iii) on the first Note Distribution Date occurring in each month (or if in any such month a Certificate Distribution Date occurs prior to such first Note Distribution Date, on such Certificate Distribution Date), any amounts to be distributed as calculated pursuant to Section 5.5(c)(i)-(vi) exceed the amount on deposit in the Expense Account available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account the lesser of such excess and the amount on deposit in the Reserve Account (after giving effect to each withdrawal in the order specified in Section 5.5(c)(i)-(vi)) and deposit such withdrawn amount in the Expense Account for distribution as provided in Section 5.5; PROVIDED, HOWEVER, that, except as provided in Sections 5.6(b)(A) and 5.6(c), amounts on deposit in the Reserve Account will terminate on the earliest not be available to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable cover any unpaid Servicing Fee Carryover to the Series 2013-1 Noteholders have been paid in full; Master Servicer. (ii) In the Series 2013event that the Noteholders' Distribution Amount for a Note Distribution Date exceeds the amount in the Note Distribution Account for such Note Distribution Date available for such purposes, the Administrator shall instruct the Indenture Trustee to withdraw from the Reserve Account an amount equal to the lesser of such excess (after giving effect to any transfers from the Capitalized Interest Account and the Capitalized Pre-1 Final Maturity Funding Account on such Note Distribution Date; ) and the amount on deposit in the Reserve Account, (after giving effect to paragraph (d)(i) above), and deposit such withdrawn amount in the Note Distribution Account for distribution as provided in Section 5.5. (iii) In the termination event that the Certificateholders' Distribution Amount for a Certificate Distribution Date exceeds the amount for such Certificate Distribution Date available for such purposes, the Administrator shall instruct the Indenture Trustee on such Distribution Date to withdraw from the Reserve Account an amount equal to the lesser of such excess (after giving effect to any transfers from the IssuerCapitalized Interest Account on such Certificate Distribution Date), and the amount on deposit in the Reserve Account (after giving effect to paragraphs (d)(i) through (d)(ii) above), and to deposit such withdrawn amount in the Certificate Distribution Account for distribution as provided in Section 5.5.

Reserve Account. (a) On each Transfer and prior to the initial Borrowing Date, if Issuer shall deposit into the aggregate Reserve Account an amount of Available Non-Principal Collections is less than equal to the aggregate amount Reserve Account Minimum Balance. Thereafter, Issuer shall deposit to the Reserve Account (x) all amounts required to be paid or deposited therein pursuant to clauses (i) through (vi) clause eighth of Section 4.4(a3.03(b), and (y) ------------- --------------- all origination and other up-front fees paid by any Obligors or related Persons with respect to any Consumer Education Loans that do not have the benefit of a Consumer Education Loan Guarantee Agreement. (b) On each Payment Date during the Revolving Period, in the event that (A) any Financed Student Loan becomes a Defaulted Financed Student Loan (any such Financed Student Loan, a "Loss Financed Student Loan"), and (B) the -------------------------- Coverages Condition is not satisfied (after giving effect to the application of funds pursuant to clause seventh of Section 3.03(b) on such Payment Date), the Issuer -------------- -------------- Indenture Trustee shall withdraw from the Reserve Account the amount lesser of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). (b) On the Series 2013-1 Final Maturity DateUnguaranteed Amount, and on any day following the occurrence of an Event of Default if any, with respect to Series 2013-1 that has resulted such Loss Financed Student Loan and the amount then on deposit in the acceleration Reserve Account (the "Reserve Account --------------- Available Amount"), and shall ---------------- 12 treat such amounts as Collections and apply them as set forth in clause sixth of ------------ Section 3.03(b). On the first Payment Date following the termination of the Series 2013-1 Notes--------------- Revolving Period, the Issuer Indenture Trustee shall withdraw from the Reserve Account the Available Reserve Account Amount amounts on deposit therein and deposit treat such amount amounts as Collection and apply them as set forth in the Distribution Account for payment proviso to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order clause sixth of priority described in Section 4.4(a3.03(b).. ------------ --------------- (c) If on any Transfer On the Final Payout Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount amounts remaining on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required Depositor shall deposit, or cause to be paid deposited, the Reserve Account Initial Deposit into the Reserve Account. (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or deposited Distribution Date exceeds the amount distributed to the Servicer pursuant to clauses (iSection 2.7(b) through (viabove and Section 2.8(a) of Section 4.4(a)above on such Monthly Servicing Payment Date or Distribution Date, the Issuer Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account the on such Monthly Servicing Payment Date or Distribution Date an amount of equal to such deficiency up excess, to the Available Reserve Account Amount extent of funds available therein, and shall apply to distribute such amount to the Servicer; provided, however, that, except as provided in accordance with such clauses of Section 4.4(a). (b2.10(g) On the Series 2013-1 Final Maturity Datebelow, and amounts on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted deposit in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment will not be available to cover any unpaid Carryover Servicing Fee to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Servicer. (c) If the Available Funds, plus amounts on deposit in the Capitalized Interest Account through the December 2009 Distribution Date, are insufficient to make the payments described under Sections 2.8(a) through 2.8(c) above (or, if a Class B Interest Subordination Condition is in effect, only Sections 2.8(a) and 2.8(b)) on any Transfer Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to all withdrawals from clause (b) above, and to distribute such amounts in the Reserve Account, the Available Reserve Account Amount same order and priority as is less than the Required Reserve Account Amount then set forth in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency2.8 above. (d) If, on the Note Final Maturity Date with respect to any class of Class A Notes, the amount distributed to such Class A Noteholders pursuant to Section 2.8(d) through (g) above on such date is insufficient to reduce the Outstanding Amount of such class of Class A Notes to zero, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Note Final Maturity Date the amount required to reduce the principal balance of any such maturing Class A Notes to zero, to the extent of funds available therein after giving effect to all withdrawals clauses (b) and (c) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(d) through (g) above. (e) If, on the Note Final Maturity Date with respect to the Class B Notes, the amount distributed to the Class B Noteholders pursuant to Section 2.8(i) on such date is insufficient to reduce the Outstanding Amount of the Class B Notes to zero, the Administrator shall instruct the Indenture Administrator in writing to withdraw from and deposits to the Reserve Account on any Transfer Datethe Class B Maturity Date the amount required to reduce the principal balance of the Class B Notes to zero, to the extent of funds available therein after giving effect to clauses (b) through (d) above, and to distribute such amount to the Class B Noteholders entitled thereto. (f) After giving effect to clauses (b) through (e) above, if the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, any Distribution Date (after giving effect to any withdrawal all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this Section 2.10(f)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (g) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the extent that Available Funds on such date pursuant are insufficient to Section 4.10(a) or Section 4.10(b) and making any payments to make the Series 2013-1 Noteholders required pursuant to this Indenture Supplementfollowing payments, all amounts then remaining in the Reserve Account shall be released used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Issuer. (e) holder of the Trust Certificate. The holder of the Trust Certificate shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.10(g). Anything in this Section 2.10 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account will terminate and any other Available Funds is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the earliest Notes, and to occur of (i) the date on which the Note Principal Balance has been paid in full pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts payable due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; Reserve Account and (iii) the termination of the Issuerall other Available Funds to pay such amounts due or outstanding.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the amounts specified in Section 5.05(a)(i) and in clauses (A) and (B) of Section 5.05(a)(ii)) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Senior Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses for distribution to the Noteholders of Section 4.4(a)Senior Notes. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Sections 5.05(a)(ii)(D) and (F) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount of the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount of the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; or (C) the Class A-3 Notes so that the Outstanding Amount of the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 related Noteholders in accordance with this Agreement and the order of priority described in Section 4.4(a)Indenture. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Senior Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount for distribution to the Holders of the Reserve Account DeficiencySenior Notes. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Senior Notes and of all other amounts owing or Section 4.10(b) and making any payments to be distributed hereunder or under the Indenture or the Trust Agreement to the Series 2013-1 Noteholders required pursuant Holders of the Senior Notes, any amount then allocated to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination Holders of the IssuerClass B Notes.

Reserve Account. (a) On Upon each Transfer date on which the following three payments are made: $10,000,000 by the Initial Class A Purchaser for the Class A Notes, $375,000 by the Initial Class B-1 Purchaser for the Class B-1 Notes and $375,000 by the Initial Class B-2 Purchaser for the Class B-2 Notes, in accordance with Section 3(c) of the Note Purchase Agreement, $375,000 of the cash proceeds resulting from the issuance of the Class B-1 Notes and $375,000 of the cash proceeds resulting from the issuance of the Class B-2 Notes will be deposited into the Reserve Account. (b) If on any Payment Date, if (i) amounts on deposit in the Collection Account are insufficient to reduce the aggregate Outstanding Note Balance to an amount of Available Non-Principal Collections is less lower than or equal to the aggregate amount required to be paid or deposited pursuant to Discounted Pool Balance, plus amounts then on deposit in the Prefunding Account, after applying clauses (i) through (vix) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a). 13.03(c) or (bii) On the Series 2013-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a). (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency. (d) If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount are greater than or equal to the aggregate Outstanding Note Balance, the Trustee will withdraw, to the extent of funds on deposit in the Reserve Account, in the case of (i), the amount of such excess insufficiency or, in the case of (ii), all funds and deposit such amounts into the Collection Account to be used as Available Funds; provided, that all amounts so withdrawn shall be withdrawn from applied in reduction of principal until the Reserve Account Outstanding Note Balance of the Class A Notes has been reduced to zero, and distributed then in reduction of principal until the Outstanding Note Balance of the Class B-1 Notes has been reduced to zero, and then in reduction of principal until the Issuer Outstanding Note Balance of the Class B-2 Notes has been reduced to zero. Upon the occurrence of any Event of Default that results in acceleration of the Notes and is not waived or cured on or before the related next Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining funds maintained in the Reserve Account shall be released transferred to the Issuer. (e) The Collection Account by the Trustee to be used as Available Funds in accordance with Section 13.03(c). On the Stated Maturity Date, and at the option of the Issuer in connection with the redemption pursuant to Article XI, any remaining funds on deposit in the Reserve Account will terminate on shall be deposited in the earliest Collection Account to occur of (i) the date on which the Note Principal Balance has been paid be used as Available Funds and distributed in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issueraccordance with Section 13.03(c).

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required accrued and unpaid interest on the Senior Notes and any payments due to be paid or deposited pursuant to clauses the Hedge Counterparty (iexcluding Hedge termination payments, if any) through (vi) of Section 4.4(a)on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses for distribution to the Noteholders of Section 4.4(a)Senior Notes and the Hedge Counterparty, as applicable. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Sections 5.05(a)(ii)(C), (E), (G) and (I) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount of the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2a Notes so that the Outstanding Amount of the Class A-2a Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-2b Notes so that the Outstanding Amount of the Class A-2b Notes equals zero on the Class A-2 Final Scheduled Payment Date; (D) the Class A-3a Notes so that the Outstanding Amount of the Class A-3a Notes equals zero on the Class A-3 Final Scheduled Payment Date; (E) the Class A-3b Notes so that the Outstanding Amount of the Class A-3b Notes equals zero on the Class A-3 Final Scheduled Payment Date; (F) the Class A-4a Notes so that the Outstanding Amount of the Class A-4a Notes equals zero on the Class A-4 Final Scheduled Payment Date; (G) the Class A-4b Notes so that the Outstanding Amount of the Class A-4b Notes equals zero on the Class A-4 Final Scheduled Payment Date; (H) the Class B Notes so that the Outstanding Amount of the Class B Notes equals zero on the Class B Final Scheduled Payment Date; or (I) the Class C Notes so that the Outstanding Amount of the Class C Notes equals zero on the Class C Final Scheduled Payment Date, and on any day following the occurrence of an Event of Default with respect Servicer shall instruct the Indenture Trustee to Series 2013-1 that has resulted in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 related Noteholders in the order of priority described in Section 4.4(a)accordance with this Sale and Servicing Agreement. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Senior Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount for distribution to the Holders of the Reserve Account DeficiencySenior Notes. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Senior Notes and of all other amounts owing or Section 4.10(b) and making any payments to be distributed hereunder or under the Indenture or the Trust Agreement to the Series 2013-1 Noteholders required pursuant Holders of the Senior Notes and the Hedge Counterparty, any amount then allocated to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination Holders of the IssuerClass D Notes.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required Depositor shall deposit, or cause to be paid deposited, the Reserve Account Initial Deposit into the Reserve Account. (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or deposited Distribution Date exceeds the amount distributed to the Servicer pursuant to clauses (iSection 2.7(b) through (viabove and Section 2.8(a) of Section 4.4(a)above on such Monthly Servicing Payment Date or Distribution Date, the Issuer Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account the on such Monthly Servicing Payment Date or Distribution Date an amount of equal to such deficiency up excess, to the Available Reserve Account Amount extent of funds available therein, and shall apply to distribute such amount to the Servicer; provided, however, that, except as provided in accordance with such clauses of Section 4.4(a). (b2.10(g) On the Series 2013-1 Final Maturity Datebelow, and amounts on any day following the occurrence of an Event of Default with respect to Series 2013-1 that has resulted deposit in the acceleration of the Series 2013-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment will not be available to cover any unpaid Carryover Servicing Fee to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 Noteholders in the order of priority described in Section 4.4(a)Servicer. (c) If the Available Funds, plus amounts on deposit in the Capitalized Interest Account through the June 2012 Distribution Date, are insufficient to make the payments described under Sections 2.8(a) through 2.8(c) above (or, if a Class B Interest Subordination Condition is in effect, only Sections 2.8(a) and 2.8(b)) on any Transfer Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to all withdrawals from clause (b) above, and to distribute such amounts in the Reserve Account, the Available Reserve Account Amount same order and priority as is less than the Required Reserve Account Amount then set forth in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency2.8 above. (d) If, on the Note Final Maturity Date with respect to any class of Class A Notes, the amount distributed to such Class A Noteholders (or, in the case of the Class A-4B Noteholders, to the Currency Swap Counterparty for the Class A-4B Noteholders) pursuant to Section 2.8(d) through (g) above on such date is insufficient to reduce the Outstanding Amount of such class of Class A Notes to zero, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Note Final Maturity Date the amount required to reduce the principal balance of any such maturing Class A Notes to zero, to the extent of funds available therein after giving effect to all withdrawals clauses (b) and (c) above, and to distribute such amount to the Class A Noteholders (or, in the case of the Class A-4B Noteholders, to the Currency Swap Counterparty for the Class A-4B Noteholders) entitled thereto, in the same order and priority as is set forth in Section 2.8(d) through (g) above. (e) If, on the Note Final Maturity Date with respect to the Class B Notes, the amount distributed to the Class B Noteholders pursuant to Section 2.8(i) on such date is insufficient to reduce the Outstanding Amount of the Class B Notes to zero, the Administrator shall instruct the Indenture Administrator in writing to withdraw from and deposits to the Reserve Account on any Transfer Datethe Class B Maturity Date the amount required to reduce the principal balance of the Class B Notes to zero, to the extent of funds available therein after giving effect to clauses (b) through (d) above, and to distribute such amount to the Class B Noteholders entitled thereto. (f) After giving effect to clauses (b) through (e) above, if the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, any Distribution Date (after giving effect to any withdrawal all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this Section 2.10(f)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (g) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees and Swap Termination Payments, if applicable) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee, the Currency Swap Counterparty or the Administrator, as applicable, to the extent that Available Funds on such date pursuant are insufficient to Section 4.10(a) or Section 4.10(b) and making any payments to make the Series 2013-1 Noteholders required pursuant to this Indenture Supplementfollowing payments, all amounts then remaining in the Reserve Account shall be released used first to pay any Carryover Servicing Fees and, second, to pay any Swap Termination Payments to the Issuer. (e) The Currency Swap Counterparty. Any amount remaining on deposit in the Reserve Account will terminate after such payments have been made shall be distributed to the holder of the Trust Certificate. The holder of the Trust Certificate shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.10(g). Anything in this Section 2.10 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account and any other Available Funds is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the earliest Notes, and to occur of (i) the date on which the Note Principal Balance has been paid in full pay any unpaid Primary Servicing Fees, Administration Fees and Swap Termination Payments and all other amounts payable due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; Reserve Account and (iii) the termination of the Issuerall other Available Funds to pay such amounts due or outstanding.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Issuer will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the amounts specified in Section 5.05(a)(i) and in clauses (A), (B) and (C) of Section 5.05(a)(ii)) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Senior Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses for payment to the Noteholders of Section 4.4(a)Senior Notes. (bii) On In the Series 2013-1 event that the amount allocated for payment to the Noteholders pursuant to Sections 5.05(a)(ii)(E), (G), (I), (K) and (M) is insufficient to make payments of principal on (A) the Class A-1 Notes so that the Outstanding Amount of the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date; (B) the Class A-2 Notes so that the Outstanding Amount of the Class A-2 Notes equals zero on the Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that the Outstanding Amount of the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date; (D) the Class B Notes so that the Outstanding Amount of the Class B Notes equals zero on the Class B Final Scheduled Payment Date; (E) the Class C Notes so that the Outstanding Amount of the Class C Notes equals zero on the Class C Final Scheduled Payment Date, and on any day following or (F) the occurrence of an Event of Default with respect to Series 2013-1 Class D Notes so that has resulted in the acceleration Outstanding Amount of the Series 2013-1 NotesClass D Notes equals zero on the Class D Final Scheduled Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment to the Series 2013-1 related Noteholders in accordance with this Agreement and the Indenture. (iii) In the event that the Outstanding Amount of the Senior Notes exceeds the Related Pool Balance, the Servicer shall instruct the Indenture Trustee to fund any shortfalls in amounts owed withdraw from the Reserve Account on the related Payment Date an amount equal to such excess, to the Series 2013-1 Noteholders in extent of funds available therein, and allocate such amount for payment to the order Holders of priority described in Section 4.4(a)the Senior Notes. (c) If on any Transfer DateSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account applied pursuant to Section 4.4(a)(viii5.05(a) up following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Senior Notes and of all other amounts owing or to be paid hereunder or under the Indenture or the Trust Agreement to the amount Holders of the Reserve Account Deficiency. (d) IfSenior Notes, after giving effect any amount then allocated to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the Issuer. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination Holders of the IssuerClass E Notes.

Reserve Account. (a) On each Transfer the Closing Date, if the aggregate Owner Trustee will deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account. (b) [RESERVED] (i) In the event that the Total Distribution Amount (after the payment of Available Non-Principal Collections the Servicing Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a)accrued and unpaid interest on the Notes on a Payment Date, the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account the on such Payment Date an amount of equal to such deficiency up deficiency, to the Available Reserve Account Amount extent of funds available therein, and shall apply allocate such amount in accordance with such clauses of Section 4.4(a)for distribution to the Noteholders. (bii) On In the Series 2013-1 event that the amount allocated for distribution to the Noteholders pursuant to Sections 5.05(a)(ii)(B) and (E) is insufficient to make payments of principal on [(A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals zero on the Class A-1 Final Maturity Scheduled Payment Date, and ; (B) the Class A-2 Notes so that the Outstanding Amount for the Class A-2 Notes equals zero on any day following the occurrence of an Event of Default with respect to Series 2013-1 Class A-2 Final Scheduled Payment Date; (C) the Class A-3 Notes so that has resulted in the acceleration Outstanding Amount for the Class A-3 Notes equals zero on the Class A-3 Final Scheduled Payment Date[;][ or] (D) the Class A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class A-4 Final Scheduled Payment Date[ or (E) the Class B Notes so that the Outstanding Amount of the Series 2013-1 NotesClass B Notes equals zero on the Class B Final Scheduled Payment Date]], the Issuer Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such deficiency, to the Available Reserve Account Amount extent of funds available therein, and deposit allocate such amount in the Distribution Account for payment distribution to the Series 2013-1 Noteholders to fund any shortfalls in amounts owed to the Series 2013-1 related Noteholders in the order of priority described in Section 4.4(a)accordance with this Sale and Servicing Agreement. (ciii) If on any Transfer DateIn the event that the Outstanding Amount of the Notes exceeds the Related Pool Balance, after giving effect the Servicer shall instruct the Indenture Trustee to all withdrawals withdraw from the Reserve AccountAccount on the related Payment Date an amount equal to such excess, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the extent of funds available therein, and allocate such amount of for distribution to the Reserve Account DeficiencyNoteholders. (d) IfSubject to Section 9.01, after giving effect amounts will continue to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date applied pursuant to Section 4.10(a5.05(a) following payment in full of [both] the Outstanding Amount of the Notes [and of the Certificate Balance of the Certificates] until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and of [the Certificate Balance of the Certificates and of] all other amounts owing or Section 4.10(b) to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders and making Certificateholders and the termination of the Trust, any payments amount then allocated to the Series 2013-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released distributed to the IssuerCompany. (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2013-1 Noteholders have been paid in full; (ii) the Series 2013-1 Final Maturity Date; and (iii) the termination of the Issuer.