Common use of Trust Accounts; Distributions and Disbursements Clause in Contracts

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in under Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to under Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account with respect to such for that Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specifiedstated): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding prior Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding prior Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate bring the amount in the Reserve Account up to the Specified Reserve Balance, unless such the Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to under Section 8.2(c)(i) on such the Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to for the Collection Period preceding such prior to the Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 Notes A-2a and Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the Note Balance of the Class A-2 A-2a and Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such the acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to for the Collection Period preceding such prior to the Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specifiedstated): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding end of the prior Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of the Class A-2 A-2a and Class A-2b Notes in payment of principal until the Note Balance of the Class A-2 A-2a and Class A-2b Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to under Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in under Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to under Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account with respect to such for that Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specifiedstated): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding prior Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding prior Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate bring the amount in the Reserve Account up to the Specified Reserve Balance, unless such the Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to under Section 8.2(c)(i) on such the Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to for the Collection Period preceding such prior to the Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such the acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to for the Collection Period preceding such prior to the Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specifiedstated): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding end of the prior Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to under Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in under Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to under Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account with respect to such for that Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specifiedstated): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding prior Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding prior Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such the Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to under Section 8.2(c)(i) on such the Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to for the Collection Period preceding such prior to the Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such the acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to for the Collection Period preceding such prior to the Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specifiedstated): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding end of the prior Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to under Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee Issuer will establishcause the Servicer or the Depositor, and on and after as applicable, to establish the Closing Date will maintain, the Bank Trust Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified):priority: (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of (pro rata based on the Issuer incurred in accordance with the Transaction Documents, in each case, amount due to such Person) to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Swap Counterparty, any Net Swap Payment due; (iv) fourth, to the Noteholders of Class A NotesNotes and the Swap Counterparty, the aggregate Accrued Note Interest for interest due on the Class A NotesNotes and any Swap Termination Payment due to the Swap Counterparty, pro rata based on the Note Balances of the Class A Notes as and the amount of such Swap Termination Payment; provided that if any amounts allocable to the preceding Class A Notes are not needed to pay interest due on such Notes, such amounts will be applied to pay the portion of any Swap Termination Payment Dateremaining unpaid; (ivv) fourthfifth, to the Principal Payment Account, the First Priority Principal Payment; (vvi) fifthsixth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vivii) sixthseventh, to the Principal Payment Account, the Second Priority Principal Payment; (viiviii) seventheighth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiiix) eighthninth, to the Principal Payment Account, the Third Priority Principal Payment; (ixx) ninthtenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxi) tentheleventh, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixii) eleventhtwelfth, to the Principal Payment Account, the Regular Principal Payment; (xiixiii) twelfththirteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of (pro rata based on the Issuer, in each case, amount due to such Person) to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixiv) thirteenthfourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(a)(iv), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified):priority: (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, Trustee and the Owner Trustee and any expenses of (pro rata based on the Issuer incurred in accordance with the Transaction Documentsamount due to such Person); (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Swap Counterparty, any Net Swap Payment due; (iv) fourth, to the Noteholders of Class A NotesNotes and the Swap Counterparty, the aggregate Accrued Note Interest for interest due on the Class A NotesNotes and any Swap Termination Payment due to the Swap Counterparty, pro rata based on the Note Balances of the Class A Notes as and the amount of such Swap Termination Payment; provided that if any amounts allocable to the preceding Class A Notes are not needed to pay interest due on such Notes, such amounts will be applied to pay the portion of any Swap Termination Payment Dateremaining unpaid; (ivv) fourthfifth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvi) fifthsixth, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective principal balance in payment of principal until the Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (vivii) sixthseventh, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (viiviii) seventheighth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viiiix) eighthninth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixx) ninthtenth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxi) tentheleventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixii) eleventhtwelfth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiii) twelfththirteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixiv) thirteenthfourteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xivxv) fourteenthfifteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xiv). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts and the Swap Counterparty Collateral Account as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Principal Payment Account, the First Priority Principal Payment; (vvii) fifthseventh, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (viviii) sixtheighth, to the Principal Payment Account, the Second Priority Principal Payment; (viiix) seventhninth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiix) eighthtenth, to the Principal Payment Account, the Third Priority Principal Payment; (ixxi) nintheleventh, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxii) tenthtwelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixiii) elevenththirteenth, to the Principal Payment Account, the Regular Principal Payment; (xiixiv) twelfthfourteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; (xv) fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixvi) thirteenthsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(b), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction DocumentsTrustee; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (viviii) sixtheighth, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, in payment of principal until the Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes is reduced to zero; (viiix) seventhninth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, in payment of principal until the Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes is reduced to zero; (viiix) eighthtenth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixxi) nintheleventh, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxii) tenthtwelfth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixiii) elevenththirteenth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiv) twelfthfourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixv) thirteenthfifteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xvi) sixteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; and (xivxvii) fourteenthseventeenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xvi). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee Issuer will establishcause the Servicer or the Depositor, and on and after as applicable, to establish the Closing Date will maintain, the Bank Trust Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Principal Payment Account, the First Priority Principal Payment; (vvii) fifthseventh, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (viviii) sixtheighth, to the Principal Payment Account, the Second Priority Principal Payment; (viiix) seventhninth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiix) eighthtenth, to the Principal Payment Account, the Third Priority Principal Payment; (ixxi) nintheleventh, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxii) tenthtwelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixiii) elevenththirteenth, to the Principal Payment Account, the Regular Principal Payment; (xiixiv) twelfthfourteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; (xv) fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixvi) thirteenthsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(a)(iv), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction DocumentsTrustee; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, in payment of principal until the Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (viviii) sixtheighth, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, in payment of principal until the Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes is reduced to zero; (viiix) seventhninth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, in payment of principal until the Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes is reduced to zero; (viiix) eighthtenth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixxi) nintheleventh, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxii) tenthtwelfth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixiii) elevenththirteenth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiv) twelfthfourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixv) thirteenthfifteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xvi) sixteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; and (xivxvii) fourteenthseventeenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xvi). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts and the Swap Counterparty Collateral Account as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Principal Payment Account, the First Priority Principal Payment; (vvii) fifthseventh, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (viviii) sixtheighth, to the Principal Payment Account, the Second Priority Principal Payment; (viiix) seventhninth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiix) eighthtenth, to the Principal Payment Account, the Third Priority Principal Payment; (ixxi) nintheleventh, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxii) tenthtwelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixiii) elevenththirteenth, to the Principal Payment Account, the Regular Principal Payment; (xiixiv) twelfthfourteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; (xv) fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixvi) thirteenthsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(b), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction DocumentsTrustee; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, in payment of principal until the Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (viviii) sixtheighth, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (viiix) seventhninth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, in payment of principal until the Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes is reduced to zero; (viiix) eighthtenth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixxi) nintheleventh, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxii) tenthtwelfth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixiii) elevenththirteenth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiv) twelfthfourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixv) thirteenthfifteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xvi) sixteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; and (xivxvii) fourteenthseventeenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xvi). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xiii). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts [and the Hedge Counterparty Collateral Account] as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) [third, to the Hedge Counterparties, any Net Hedge Payments due;] (iv) [fourth, to the Hedge Counterparties, any Senior Hedge Termination Payments due;] (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Principal Payment Account, the First Priority Principal Payment; (vvii) fifthseventh, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (viviii) sixtheighth, to the Principal Payment Account, the Second Priority Principal Payment; (viiix) seventhninth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiix) eighthtenth, to the Principal Payment Account, the Third Priority Principal Payment; (ixxi) nintheleventh, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxii) tenthtwelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixiii) elevenththirteenth, to the Principal Payment Account, the Regular Principal Payment; (xiixiv) twelfth[fourteenth, to the Hedge Counterparties, any Subordinated Hedge Termination Payments due;] (xv) fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixvi) thirteenthsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2 Notes A-2[a] Notes[ and Class A-2b Notes, pro rata based on their respective Note Balances,] in payment of principal until the Note Balance of the Class A-2 Notes A-2[a] Notes[ and the Class A-2b] has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes A-3[a] Notes[ and Class A-3b Notes, pro rata based on their respective Note Balances,] in payment of principal until the Note Balance of the Class A-3 Notes A-3[a] Notes[ and the Class A-3b] has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes A-4[a] Notes[ and Class A-4b Notes, pro rata based on their respective Note Balances,] in payment of principal until the Note Balance of the Class A-4 Notes A-4[a] Notes[ and the Class A-4b] has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) [third, to the Hedge Counterparties, any Net Hedge Payments due;] (iv) [fourth, to the Hedge Counterparties, any Senior Hedge Termination Payments due;] (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of Class A-2 Notes A-2[a] Notes[ and Class A-2b Notes,] in payment of principal until the Note Balance of the Class A-2 Notes A-2[a] Notes[ and Class A-2b Notes] is reduced to zero; (viviii) sixtheighth, to the Noteholders of Class A-3 Notes A-3[a] Notes[ and Class A-3b Notes,] in payment of principal until the Note Balance of the Class A-3 Notes A-3[a] Notes[ and Class A-3b Notes] is reduced to zero; (viiix) seventhninth, to the Noteholders of Class A-4 Notes A-4[a] Notes[ and Class A-4b Notes,] in payment of principal until the Note Balance of the Class A-4 Notes A-4[a] Notes[ and Class A-4b Notes] is reduced to zero; (viiix) eighthtenth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixxi) nintheleventh, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxii) tenthtwelfth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixiii) elevenththirteenth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiv) twelfthfourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixv) thirteenthfifteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; ; (xvi) [sixteenth, to the Hedge Counterparties, any Subordinated hedge Termination Payments due;] and (xivxvii) fourteenthseventeenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts and the Swap Counterparty Collateral Account as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date and, if the Class A-1 Notes are not paid in full prior to their Final Scheduled Payment Date, on or before the Final Scheduled Payment Date for the Class A-1 Notes, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based ratabased on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Principal Payment Account, the First Priority Principal Payment; (vvii) fifthseventh, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (viviii) sixtheighth, to the Principal Payment Account, the Second Priority Principal Payment; (viiix) seventhninth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiix) eighthtenth, to the Principal Payment Account, the Third Priority Principal Payment; (ixxi) nintheleventh, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxii) tenthtwelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixiii) elevenththirteenth, to the Principal Payment Account, the Regular Principal Payment; (xiixiv) twelfthfourteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; (xv) fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixvi) thirteenthsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. Notwithstanding the foregoing, if the Class A-1 Notes are not paid in full prior to their Final Scheduled Payment Date, as long as the Indenture Trustee has received the Monthly Investor Report for the Final Scheduled Payment Date in February 2009 by the related Determination Date, the Indenture Trustee (based on the information contained in that Monthly Investor Report) will withdraw from the Collection Account and make payments to the Noteholders of the Class A-1 Notes the amount payable to such Noteholders on such Final Scheduled Payment Date. The amount to be paid to the Noteholders of the Class A-1 Notes will be determined on a pro forma basis in accordance with the priority described above as of the Payment Date in February 2009. The Indenture Trustee will apply all other Available Funds on the Payment Date in February 2009 in accordance with the priority set forth above, giving effect to amounts paid to the Noteholders of the Class A-1 Notes on their Final Scheduled Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) (and if the Class A-1 Notes are not paid in full prior to their Final Scheduled Payment Date, then solely with respect to clause (i) below, on the Final Scheduled Payment Date for the Class A-1 Notes) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(b), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction DocumentsTrustee; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (viviii) sixtheighth, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, in payment of principal until the Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes is reduced to zero; (viiix) seventhninth, to the Noteholders of the Class A-4 Notes A-4Notes, in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viiix) eighthtenth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixxi) nintheleventh, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxii) tenthtwelfth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixiii) elevenththirteenth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiv) twelfthfourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixv) thirteenthfifteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xvi) sixteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; and (xivxvii) fourteenthseventeenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xvi). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xi) eleventh, to the Principal Payment Account, the Regular Principal Payment; (xii) twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiii) thirteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero; (vii) seventh, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (vii). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xivi) eleventhsixth, to the Principal Payment Account, the Regular Principal Payment; (xiivii) twelfthseventh, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiiviii) thirteentheighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero;; and (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(b), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 A-a Notes is reduced to zero; (vii) seventh, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders property remaining after payment in full of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, amounts described in Section 8.2(e)(i) through (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Codevii).

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xivi) eleventhsixth, to the Principal Payment Account, the Regular Principal Payment; (xiivii) twelfthseventh, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiiviii) thirteentheighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero;; and (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (v) fifth, to the Noteholders of the Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero; (vi) sixth, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 A-a Notes is reduced to zero; (vii) seventh, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero;; and (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders property remaining after payment in full of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, amounts described in Section 8.2(e)(i) through (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Codevii).

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee Issuer will establishcause the Servicer or the Depositor, and on and after as applicable, to establish the Closing Date will maintain, the Bank Trust Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Swap Termination Payments due to the Swap Counterparties (excluding any Swap Termination Payments where the termination results from either (A) an event of default under the related interest rate swap where the swap counterparty is the defaulting party or (b) a termination event under the related interest rate swap for which the swap counterparty is the sole affected party); (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Principal Payment Account, the First Priority Principal Payment; (vvii) fifthseventh, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (viviii) sixtheighth, to the Principal Payment Account, the Second Priority Principal Payment; (viiix) seventhninth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiix) eighthtenth, to the Principal Payment Account, the Third Priority Principal Payment; (ixxi) nintheleventh, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxii) tenthtwelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixiii) elevenththirteenth, to the Principal Payment Account, the Regular Principal Payment; (xiixiv) twelfthfourteenth, to the Swap Counterparties, any Swap Termination Payments due to the Swap Counterparties where the termination results from either (A) an event of default under such Interest Rate Swap where the applicable Swap Counterparty is the defaulting party or (B) a termination event under such Interest Rate Swap for which the applicable Swap Counterparty is the sole affected party); (xv) fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixvi) thirteenthsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(a)(iv), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction DocumentsTrustee; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Swap Termination Payments due to the Swap Counterparties (other than any Swap Termination Payments where the related termination results from either (A) an event of default under the related Interest Rate Swap where the swap counterparty is the defaulting party or (B) a termination event under the related Interest Rate Swap for which the swap counterparty is the sole affected party); (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, in payment of principal until the Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (viviii) sixtheighth, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, in payment of principal until the Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes is reduced to zero; (viiix) seventhninth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, in payment of principal until the Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes is reduced to zero; (viiix) eighthtenth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixxi) nintheleventh, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxii) tenthtwelfth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixiii) elevenththirteenth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiv) twelfthfourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixv) thirteenthfifteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xvi) sixteenth, to the Swap Counterparties, any Swap Termination Payments due to the Swap Counterparties where the termination results from either (A) an event of default under such Interest Rate Swap where the applicable Swap Counterparty is the defaulting party or (B) a termination event under such Interest Rate Swap for which the applicable Swap Counterparty is the sole affected party); and (xivxvii) fourteenthseventeenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xvi). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee Issuer will establishcause the Servicer or the Depositor, and on and after as applicable, to establish the Closing Date will maintain, the Bank Trust Accounts as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Principal Payment Account, the First Priority Principal Payment; (vvii) fifthseventh, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (viviii) sixtheighth, to the Principal Payment Account, the Second Priority Principal Payment; (viiix) seventhninth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viiix) eighthtenth, to the Principal Payment Account, the Third Priority Principal Payment; (ixxi) nintheleventh, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xxii) tenthtwelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xixiii) elevenththirteenth, to the Principal Payment Account, the Regular Principal Payment; (xiixiv) twelfthfourteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; (xv) fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixvi) thirteenthsixteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes has been reduced to zero; (v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(a)(iv), then on each oneach Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction DocumentsTrustee; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Swap Counterparties, any Net Swap Payments due; (iv) fourth, to the Swap Counterparties, any Senior Swap Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, in payment of principal until the Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (viviii) sixtheighth, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, in payment of principal until the Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes is reduced to zero; (viiix) seventhninth, to the Noteholders of the Class A-4 A-4a Notes and the Noteholders of the Class A-4b Notes, in payment of principal until the Note Balance of the Class A-4 A-4a Notes and the Class A-4b Notes is reduced to zero; (viiix) eighthtenth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ixxi) nintheleventh, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (xxii) tenthtwelfth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (xixiii) elevenththirteenth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xiixiv) twelfthfourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiiixv) thirteenthfifteenth, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; (xvi) sixteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; and (xivxvii) fourteenthseventeenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or propertyproperty remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xvi). (f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Trust Accounts; Distributions and Disbursements. (a) On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts and the Hedge Counterparty Collateral Account as provided in Section 4.1 of the Sale and Servicing Agreement. (b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement. (c) On each Payment As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw make the following withdrawals from the Collection Account and make deposits and paymentspayments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents, in each case, to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods; (iii) third, to the Hedge Counterparties, any Net Hedge Payments due; (iv) fourth, to the Hedge Counterparties, any Senior Hedge Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (iv) fourth, to the Principal Payment Account, the First Priority Principal Payment; (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (vi) sixth, to the Principal Payment Account, the Second Priority Principal Payment; (vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes; (viii) eighth, to the Principal Payment Account, the Third Priority Principal Payment; (ix) ninth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (x) tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes; (xiviii) eleventheighth, to the Principal Payment Account, the Regular Principal Payment; (xiiix) twelfthninth, to the Hedge Counterparties, any Subordinated Hedge Termination Payments due; (x) tenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and (xiiixi) thirteentheleventh, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class: (i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, pro rata based on their respective Note Balances, in payment of principal until the Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes has been reduced to zero; (iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero;; and (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; (vii) seventh, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and (viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account. (e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of DefaultDefault specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(b), then on each Payment Date following the Collection Period during which such acceleration Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified): (i) first, to the payment of all amounts, including indemnities, amounts due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Basic Documents; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, to the Hedge Counterparties, any Net Hedge Payments due; (iv) fourth, to the Hedge Counterparties, any Senior Hedge Termination Payments due; (v) fifth, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date; (ivvi) fourthsixth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero; (vvii) fifthseventh, to the Noteholders of the Class A-2 A-2a Notes and the Noteholders of the Class A-2b Notes, in payment of principal until the Note Balance of the Class A-2 A-2a Notes and the Class A-2b Notes is reduced to zero; (viviii) sixtheighth, to the Noteholders of the Class A-3 A-3a Notes and the Noteholders of the Class A-3b Notes, in payment of principal until the Note Balance of the Class A-3 A-3a Notes and the Class A-3b Notes is reduced to zero; (viiix) seventhninth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero; (viii) eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes; (ix) ninth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero; (x) tenth, to the Noteholders of Class C NotesHedge Counterparties, the Accrued Note Interest for the Class C Notes;any Subordinated Hedge Termination Payments due; and (xi) eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; (xii) twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes; (xiii) thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and (xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any remaining money or property. (f) Each of (i) the subordination of interest payments to the Noteholders property remaining after payment in full of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes, amounts described in Section 8.2(e)(i) through (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of any Third Priority Principal Payment to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Codexvi).