Common use of Trust Accounts Clause in Contracts

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution Account. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain with and in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Indenture Trustee in the name of and for the benefit of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to On or before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Date, the Indenture Trustee shall make all amounts required withdrawals and deposits to be deposited in the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in paragraph (d) below, on each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):amounts: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes Class A Notes, all amounts allocated to such Holders in respect of such Class and (2) for interest on the Class A-9 Notes, one- third of A Notes pro rata based upon the total aggregate amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed payable to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) to the Noteholders' Principal Distributable AmountHolders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be distributed paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority in each case priority: (A) to the extent Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the remaining Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account after giving effect and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all withdrawals amounts allocated to such Holders in respect of a higher priority: interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (1ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of A-2 Notes, the Class A-10 A-3 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of and the Class A-10 Notes on account of principal A-4 Notes, pro rata, until the Outstanding Amount of the Class A-10 Notes is reduced to zero; paid in full; (4iii) to the Holders of the Class A-2 Notes B Notes, all amounts allocated to such Holders in respect of interest on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; B Notes; (5iv) to the Holders of the Class A-3 Notes on account B Notes, all amounts allocated to such Holders in respect of principal until the Outstanding Amount of on the Class A-3 Notes is reduced to zero; B Notes, until paid in full; (6v) to the Holders of the Class A-4 Notes C Notes, all amounts allocated to such Holders in respect of interest on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; C Notes; and (7vi) to the Holders of the Class A-5 Notes on account C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Class A-5 Notes is reduced Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to zero; (8) to the Holders of the Class A-6 Notes on account of principal until repay the Outstanding Amount of the such Class A-6 of Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholdersfull.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain with and in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, the Indenture Trustee shall make all amounts required withdrawals and deposits to be deposited in the Collection Account, Note Distribution Account, Reserve Account, the Pre-Funding Account and the Negative Carry Account and shall make all distributions to Certificateholders in accordance with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in paragraphs (d), (e) and (f) below, on each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):amounts: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes Class A Notes, all amounts allocated to such Holders in respect of such Class and (2) for interest on the Class A-9 Notes, one- third of A Notes pro rata based upon the total aggregate amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed payable to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) to the Noteholders' Principal Distributable AmountHolders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes and the Class B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be distributed paid to the Holders of the Class A Notes and Class B Notes in the following order of priority in each case priority: (A) to the extent Class A-1 Notes until they are paid in full; (B) to the other Class A Notes, sequentially to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes until the Outstanding Amount of each Class is paid in full, the amount required to reduce the Outstanding Amount of the remaining Class A Notes to an amount equal to the Class A Percentage of the amount by which the Pool Balance exceeds the Overcollateralization Target Amount for that Payment Date; and (C) to the Class B Notes, the amount required to reduce the Outstanding Amount of the Class B Notes to an amount equal to the Class B Percentage of the amount by which the Pool Balance exceeds the Overcollateralization Target Amount for that Payment Date. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account after giving effect and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all withdrawals amounts allocated to such Holders in respect of a higher priority: interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (1ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on account the Class B Notes and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii) and (iv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Sections 5.01(iii), (iv) or (v), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-10 A-1 Notes is reduced to $[ ]; (3) in the case of this clause (3)zero, only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes on account of principal until and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of the Class A-10 Notes is reduced to zero; such Notes; and (4iv) to the Holders of the Class A-2 Notes on account B Notes, all amounts allocated to such Holders in respect of principal until the Outstanding Amount of on the Class A-2 Notes B Notes. (f) Subject to Sections 8.02(d) and 8.02(e), in the event that on any Payment Date the Average Net Loss Ratio for the Receivables in the Trust exceeds 4.25%, then on each Payment Date until such Average Net Loss Ratio is reduced to zero; (5) below 4.25%, the Indenture Trustee shall distribute the funds allocated to the Note Distributable Account pursuant to Section 5.06 of the Sale and Servicing Agreement to pay principal of the Notes to the Holders of the Class A-3 A Notes on account of principal until the Outstanding Amount of the and then Class A-3 B Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case following order of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits priority: to the Class A-9 Principal Account since A-1 Notes until paid in full, then to each other class of Class A Notes, in order of earlier maturity, until paid in full, and then to the preceding Quarterly Payment Date); andClass B Notes until paid in full. (12g) in the case of this clause (12Subject to Sections 8.02(d) and 8.02(e), only for Monthly Payment Dates occurring prior to [ ], or, if on the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Dateimmediately following the calendar month in which the Funding Period ends, (i) the Indenture Trustee will withdraw shall apply any and all amounts deposited into the aggregate amount on deposit in the Class A-9 Interest Note Distribution Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b5.01(d) of the Transfer Sales and Servicing Agreement]) and will distribute such amount as interest Agreement to the Class A-9 Noteholders and repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amountd), (e), or (f), as a distribution on account of principal, to the Class A-9 Noteholdersapplicable.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain with and in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to On or before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Date, the Indenture Trustee shall make all amounts required withdrawals and deposits to be deposited in the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in paragraphs (d), and (e) below, on each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):amounts: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes Class A Notes, all amounts allocated to such Holders in respect of such Class and (2) for interest on the Class A-9 Notes, one- third of A Notes pro rata based upon the total aggregate amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed payable to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) to the Noteholders' Principal Distributable AmountHolders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes and the Class B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be distributed paid to the Holders of the Class A Notes and Class B Notes in the following order of priority in each case priority: (A) to the extent Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the remaining Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account after giving effect and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all withdrawals amounts allocated to such Holders in respect of a higher priority: interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (1ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on account the Class B Notes; and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii) and (iv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-10 A-1 Notes is reduced to $[ ]; (3) in the case of this clause (3)zero, only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes on account of principal until and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of the Class A-10 Notes is reduced to zero; such Notes; and (4iv) to the Holders of the Class A-2 Notes on account B Notes, all amounts allocated to such Holders in respect of principal until the Outstanding Amount of on the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ B Notes], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersand, to the extent set forth herein, the Trust Accounts Certificateholder, the 201_-_ SUBI Collection Account as provided in Section 5.01 the 201_-_ SUBI Supplement, which account shall constitute a SUBI Collection Account. The 201_-_ SUBI Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Indenture, in the event that the 201_-_ SUBI Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance as necessary, cause the 201_-_ SUBI Collection Account to be moved to an Eligible Institution. The Indenture Trustee shall transfer all amounts remaining on deposit in the 201_-_ SUBI Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Transfer Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and Servicing to take all necessary or appropriate actions to transfer all of its right, title and interest in the 201_-_ SUBI Collection Account, all funds or investments held or to be held therein and all proceeds thereof, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in this Indenture with respect to amounts held for payment to the Noteholders that do not promptly deliver a Note for payment on such Payment Date. For so long as Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest in the 201_-_ SUBI Collection Account (excluding interest or investment income thereon payable to the Servicer), and that the 201_-_ SUBI Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in this Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the 201_-_ SUBI Collection Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the 201_-_ Securitization Trust Agreement, as the case may be. (b) Collections with respect On or prior to the Receivables Closing Date, the Seller shall, pursuant to Section 5.01 of the 201_-_ Securitization Trust Agreement, establish and other amounts maintain with respect the Indenture Trustee, for the benefit of the Noteholders, the Reserve Account. Upon the execution and delivery by the parties hereto of this Indenture, the Indenture Trustee will deliver to each Collection Period will be deposited the Securities Intermediary the Prohibition Notice provided for in the Collection Securities Account as Control Agreement. In connection with the termination of this Indenture, the Indenture Trustee will deliver to the Securities Intermediary the Rescission of Prohibition Notice provided for in Sections 5.02 and 5.05 of the Transfer and Servicing Securities Account Control Agreement. On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 8.03(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance. On each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant extent that Available Collections are insufficient to Sections 5.06 fully fund (x) the payments and 5.07 distributions described in clauses (i) through (v) of Section 8.03(b), (y) the Transfer and Servicing Agreement will be transferred from payment of principal on any class of Notes on the applicable Trust Account to the Note Distribution Account. (c) On each Monthly related Final Scheduled Payment Date and Redemption Date(z) the payments and distributions to the Noteholders described in clause (iv) of Section 8.03(c), the Indenture Trustee shall distribute all withdraw amounts then on deposit in the Note Distribution Reserve Account (excluding any net investment income on Eligible Investments payable to Noteholders the Seller therefrom in respect accordance with the terms of the Notes (or Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the 201_-_ SUBI Collection Account for application pursuant to such clauses. On each Payment Date prior to the occurrence of an Event of Default that results in the case acceleration of the Class A-9 Notes on each Nonquarterly Payment Date Notes, and as directed in writing by the Servicer, the Indenture Trustee shall make the deposits provided for below) release to the extent of Seller any amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Reserve Account after giving effect to all withdrawals in excess of a higher priority: (1) to the Holders Specified Reserve Account Balance. Following the payment in full of the Class A-1 Notes on account of principal until the Outstanding Amount of A Note Balance, the Class A-1 Notes is reduced to zero; (2) in the case B Note Balance and of this clause (2), only for the Monthly Payment Dates occurring on all other amounts owing or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) distributed hereunder or under the 201_-_ Securitization Trust Agreement to Noteholders, as directed in writing by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12)Servicer, only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw shall release to the aggregate amount Seller any amounts remaining on deposit in the Class A-9 Interest Account ([other than Reserve Account. Upon any investment income thereon that is payable such distribution to the Servicer pursuant to Section 5.01(b) of Seller, the Transfer and Servicing Agreement]) and will distribute such amount as interest to Issuer, the Class A-9 Noteholders and (ii) Owner Trustee, the Delaware Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute have no further rights in, or claims to, such amount, as a distribution on account of principal, to the Class A-9 Noteholdersamounts.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Indenture Trustee shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Insurer, the Trust Accounts as provided in Section 5.01 4.01 of the Transfer Sale and Servicing Agreement. (b) Collections On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw from the Collection Account an amount equal to the amount of Available Funds available with respect to such Distribution Date and deposit such amount into the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account Payment Account, as provided in Sections 5.02 and 5.05 Section 4.03(a) of the Transfer Sale and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required the Indenture Trustee will apply the Available Funds with respect to be deposited in the related Collection Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Insured Payment, to make the deposits to the Note Distribution Account with respect to the preceding Collection Period required pursuant to Sections 5.06 and 5.07 Section 4.03(a) of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On each Monthly Payment Distribution Date and the Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment such Distribution Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and Noteholders in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) to the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for Holders of each Class of Notes, other than on a pro rata basis, the Note Interest Distributable Amount for such Distribution Date; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class A-9 of Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such ClassClass of Notes, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case Amount to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals Outstanding Principal Amount of a higher priority:such Class of Notes; (1iii) to the Holders of the Class A-1 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the Outstanding Principal Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Principal Amount of the Class A-2 Notes is reduced to zero; (5v) to the Holders of the Class A-3 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii) and (iv) above), until the Outstanding Principal Amount of the Class A-3 Notes is reduced to zero;; and (6vi) to the Holders of the Class A-4 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii), (iv) and (v) above), until the Outstanding Principal Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;. (d) On each Quarterly Payment Date The Indenture Trustee shall make claims under the Insurance Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Insurance Policy. In making any Redemption Datesuch claim, (i) the Indenture Trustee will withdraw shall comply with all the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) terms and conditions of the Transfer and Servicing Agreement]) and will distribute such amount as interest to Insurance Policy. Upon receipt of the Class A-9 Noteholders and (ii) Insured Payment, the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will shall distribute such amount, Insured Payment as a distribution on account part of principal, to the Class A-9 NoteholdersNote Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholders, maintain the Trust Accounts as provided in Section 5.01 Sections 4.1, 4.7 and 4.8 of the Transfer Sale and Servicing Agreement. (b) On or before each Payment Date, the Servicer shall deposit all Available Collections with respect to the Receivables and other amounts with respect to each Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Sections 5.02 4.2, 4.3, 4.4 and 5.05 4.5 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be withdrawn from the Reserve Account and/or the Yield Supplement Account and deposited in the Note Distribution Collection Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 Section 4.5 of the Transfer Sale and Servicing Agreement will shall be transferred withdrawn by the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) from the applicable Trust Reserve Account and/or the Yield Supplement Account and deposited to the Note Distribution Collection Account. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts (based on deposit the information contained in the Note Distribution Account Servicer's Certificate delivered on or before the related Determination Date pursuant to Noteholders in respect Section 3.9 of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date Sale and Servicing Agreement) shall make the deposits provided for below) following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of amounts due and unpaid on the Notes Available Funds for principal and interest such Payment Date (including any premium) in funds, if any, deposited therein from the following amounts and Reserve Account and/or the Yield Supplement Account), in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date)first, (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class Servicer, the Servicing Fee and (2) for the Class A-9 Notes, one- third of the total amount of accrued and all unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed Servicing Fees from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsprior Collection Periods; (ii) second, to the Noteholders' , the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) third, to the Noteholders, the Priority Note Principal Distributable AmountPayment for such Payment Date, if any, to be distributed in the following order same priority as described under Section 8.2(d) of priority in each case this Indenture; (iv) fourth, to the extent of Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, if such Payment Date is a Final Scheduled Payment Date for any Class, the amount necessary to reduce the remaining amounts on deposit in the Note Distribution Account principal amount of such Class to zero after giving effect to the amount, if any, to be applied on such Payment Date to such Class from funds deposited pursuant to clauses (iii) and (v) above; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for such Payment Date; (viii) eighth, to the Indenture Trustee and the Owner Trustee, all withdrawals amounts for fees, expenses and indemnification due under Section 6.7 of a higher this Indenture and Section 7.1 of the Trust Agreement, respectively, and not previously paid; and (ix) ninth, to the Depositor, any remaining Available Funds for such Payment Date. Notwithstanding the foregoing in this Section 8.2(c), (A) if the Notes have been accelerated after an Event of Default specified in Section 5.1(iii), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (1) to the Holders Indenture Trustee and the Owner Trustee, all amounts for fees, expenses and indemnification due under Section 6.7 of this Indenture and Section 7.1 of the Class A-1 Notes on account of principal until Trust Agreement and not previously paid and to the Outstanding Amount Owner Trustee all amounts for fees, expenses and indemnification due under Section 6.2 of the Class A-1 Notes is reduced to zeroSale and Servicing Agreement and not previously paid; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of Servicer, the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A-10 A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zeroa pro rata basis; (4) to the Holders Noteholders, the Priority Note Principal Payment, if any, for such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zerothis Indenture; (5) to the Holders of Certificate Distribution Account, the Accrued Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zeroB Certificate Interest for such Payment Date; (6) to the Holders Principal Distribution Account, until the principal amount of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zerohas been paid in full; (7) to the Holders Certificate Distribution Account, the Certificate Balance of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero;B Certificates; and (8) to the Holders Depositor, any remaining Available Funds for such Payment Date; and (B) if the Notes have been accelerated after an Event of Default specified in Section 5.1(i), (ii), (iv) or (v), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (1) to the Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) to the Principal Distribution Account, until the principal amount of the Notes has been paid in full; (5) to the Certificate Distribution Account, the sum of the Accrued Class B Certificate Interest for such Payment Date and the Certificate Balance of the Class A-6 B Certificates; and (6) to the Depositor, any remaining Available Funds for such Payment Date. (d) If the Notes have not been accelerated because of an Event of Default, on each Payment Date, the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) shall withdraw the funds deposited in the Principal Distribution Account on such Payment Date and make distributions and payments in the following order of priority: (i) first, to the holders of the Class A-1 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of the Class A-6 A-1 Notes is reduced to zerohas been paid in full; (9ii) second, to the Holders holders of the Class A-7 A-2 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of the Class A-7 A-2 Notes is reduced to zerohas been paid in full; (10iii) third, to the Holders holders of the Class A-8 A-3 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of the Class A-8 A-3 Notes is reduced to zerohave been paid in full; (11iv) fourth, to the Holders holders of the Class A-9 A-4 Notes on account a pro rata basis in reduction of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount principal amount of the Class A-9 A-4 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has have been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date)paid in full; and (12v) fifth, to the Certificate Distribution Account in reduction of the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount Certificate Balance of the Class A-10 Notes B Certificates until the Certificate Balance of the Class B Certificates has been reduced to $[ ] zero. Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them under the Sale and Servicing Agreement that are unpaid and then to the Depositor. Notwithstanding the foregoing in this Section 8.2(d), if the Notes have been accelerated after an Event of Default, then the Indenture Trustee shall (based on the information contained in the Servicer's Certificate delivered on or lessbefore the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) withdraw the funds deposited in the Principal Distribution Account on each Payment Date and pay them, occurring prior to [ ]first, to the Holders holders of the Class A-10 A-1 Notes until the principal amount of the Class A-1 Notes have been paid in full and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of the Class A-10 such Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit has been paid in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholdersfull.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 7.01 of the Transfer Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to On or before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Due Period pursuant to Sections 5.06 and 5.07 Section 7.01 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Collection Account and/or the Reserve Fund to the Note Distribution Account. (c) On each Monthly Payment Date and Redemption Distribution Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts as follows and in the following order of priority (except priority: first, so much of such installment or payment as otherwise provided shall be required to pay in Section 5.04(b)): (i) full the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class aggregate amount of Notes, other than interest then due on or in respect of the Class A-9 Notes, accrued and unpaid interest on each such Class of A-1 Notes shall be distributed to the Holders Class A-1 Noteholders ratably, without priority of Notes any one Class A-1 Note over any other Class A-1 Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class A-1 Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class A-1 Notes; second, so much of such Class and (2) for installment or payment as shall be required to pay in full the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the aggregate amount of interest then due to be distributed on (or deposited with in respect to) each such of the Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of A-2 Notes shall be distributed to the Holders Class A-2 Noteholders ratably, without priority of any one Class A-2 Note over any other Class A-2 Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class A-2 Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class A-2 Notes; third, so much of such Class, but for installment or payment as shall be required to pay in full the aggregate amount of interest then due on or in respect of the Class A-9 B Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 B Noteholders ratably, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based B Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class B Notes; fourth, so much of such installment or payment as shall be required to pay in full the ratio for each Class of (x) the aggregate amount of interest then due to be distributed on each such Class (but or in the case respect of the Class A-9 C Notes only the amount to shall be distributed from to the Class C Noteholders ratably, without priority of any one Class C Note Distribution Account over any other Class C Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on such Quarterly Payment Date) each Class C Note bears to (y) the total aggregate amount of all accrued but unpaid interest to the date of distribution on all Class C Notes; fifth, so much of such amounts; (ii) installment or payment as shall be required to pay in full the Noteholders' Principal Distributable Amount, to aggregate amount of interest then due on or in respect of the Class D Notes shall be distributed to the Class D Noteholders ratably, without priority of any one Class D Note over any other Class D Note, in the following order proportion that the aggregate amount of priority in each case all accrued but unpaid interest to the extent date of the remaining amounts distribution on deposit in the each Class D Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) bears to the Holders aggregate amount of all accrued but unpaid interest to the date of distribution on all Class D Notes; sixth, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class A-1 Noteholders to pay in full the aggregate amount of the Class A-1 Notes on account of principal until the Outstanding Amount Principal Payment then due pursuant to or in respect of the Class A-1 Notes is reduced to zero; (2) Notes, without priority of any one Class A-1 Note over any other Class A-1 Note, in the case proportion that the aggregate unpaid principal amount of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], each Class A-1 Note bears to the Holders aggregate unpaid principal amount of all Class A-1 Notes; seventh, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class A-10 Notes on account of principal until A-2 Noteholders to pay in full the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders aggregate amount of the Class A-2 Notes on account of principal until the Outstanding Amount Principal Payment then due pursuant to or in respect of the Class A-2 Notes is reduced to zero; (5) Notes, without priority of any one Class A-2 Note over any other Class A-2 Note, in the proportion that the aggregate unpaid principal amount of each Class A-2 Note bears to the Holders aggregate unpaid principal amount of all Class A-2 Notes; eighth, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class B Noteholders to pay in full the aggregate amount of the Class A-3 Notes on account of principal until the Outstanding Amount B Principal Payment then due pursuant to or in respect of the Class A-3 Notes is reduced to zero; (6) B Notes, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate unpaid principal amount of each Class B Note bears to the Holders aggregate unpaid principal amount of all Class B Notes; ninth, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class C Noteholders to pay in full the aggregate amount of the Class A-4 Notes on account of principal until the Outstanding Amount C Principal Payment then due pursuant to or in respect of the Class A-4 Notes is reduced to zero; (7) C Notes, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate unpaid principal amount of each Class C Note bears to the Holders aggregate unpaid principal amount of all Class C Notes; and tenth, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class D Noteholders to pay in full the aggregate amount of the Class A-5 Notes on account of principal until the Outstanding Amount D Principal Payment then due pursuant to or in respect of the Class A-5 Notes is reduced to zero; (8) D Notes, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate unpaid principal amount of each Class D Note bears to the Holders aggregate unpaid principal amount of the all Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersD Notes.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain (i) in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.3 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account First Principal Payment Amount and Noteholders’ Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement, and the Turbo Principal Payment Amount as of such Payment Date will be transferred to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on such Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes; (iii) to the Class A Noteholders, an amount equal to the First Principal Payment Amount in the following order of priority: (A) to the A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero; (B) to the A-2a Noteholders and the A-2b Noteholders, pro rata based upon the Outstanding principal balance of each of the A-2a Notes and the A-2b Notes, respectively, until the Outstanding principal balance of each of the A-2a Notes and the A-2b Notes is reduced to zero; (C) to the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes is reduced to zero; (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (iv) to the Class B Noteholders, the Class Interest Amount for the Class B Notes; (v) to the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero; (B) to the A-2a Noteholders and the A-2b Noteholders, pro rata based upon the Outstanding principal balance of each of the A-2a Notes and the A-2b Notes, respectively, until the Outstanding principal balance of each of the A-2a Notes and the A-2b Notes is reduced to zero; (C) to the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes is reduced to zero; (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) to the Class B Noteholders, for payment of principal, until the Outstanding principal balance of the Class B Notes is reduced to zero; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) [Reserved]; (ii) to the Class A Noteholders' , the Class Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Class A Notes; provided, other than that if there are not sufficient funds in the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes; (iii) first, to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced by to zero; second to the amount A-2a Noteholders, the A-2b Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to be distributed the amounts due and payable on the A-2a Notes, A-2b Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2a Notes, A-2b Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from B Noteholders, the Class A-9 Interest AccountAmount for the Class B Notes; (v) to the Class B Noteholders, and with any shortfall in such amounts to be allocated among each Class pro rata based on for payment of principal, until the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case outstanding principal balance of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 B Notes is reduced to zero; (2vi) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ [Reserved], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12vii) thereafter, any excess shall be deposited in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;Certificate Distribution Account. (df) On each Quarterly Payment Date and any Redemption Date, [Reserved]. (ig) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing AgreementReserved]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Noteholders' Distribution Amount and any Note Distribution Account Interest Carryover, if any, with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7 and 2.8 of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal principal, interest and interest (including any premium) Note Interest Carryover in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, Noteholders in an amount equal to the accrued and unpaid interest on each such Class of the Notes shall be distributed at the respective Note Rates; provided that if there are not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes at the respective Note Rates, the amounts so received shall be applied to the payment of such interest on the Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ]on a pro rata basis; (3iii) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders' Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) ; provided, that if there are not sufficient funds received to the Holders of the Class A-3 Notes on account of principal until pay the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) A-2 Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-4 A-2 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date)pro rata basis; and (12iv) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], orNote Interest Carryover, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ]any, to the Holders of Noteholders; provided that if insufficient funds are received to pay the Class A-10 Notes on account of principal until entire Note Interest Carryover, the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable amounts so received shall be applied to the Servicer pursuant to Section 5.01(b) payment of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount Note Interest Carryover on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholderspro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7 and 2.8 of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, Noteholders in an amount equal to the accrued and unpaid interest on each such Class of the Notes shall be distributed at the respective Note Rates; provided that if there are not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes at the respective Note Rates, the amounts so received shall be applied to the payment of such interest on the Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ];on a pro rata basis; and (3iii) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders' Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) ; provided, that if there are not sufficient funds received to the Holders of the Class A-3 Notes on account of principal until pay the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) A-2 Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-4 A-2 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholderspro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholders, maintain the Trust Accounts as provided in Section 5.01 4.1 of the Transfer Sale and Servicing Agreement. (b) On or before each Payment Date, the Servicer shall deposit all Available Collections with respect to the Receivables and other amounts with respect to each Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Sections 5.02 4.2, 4.3, and 5.05 4.5 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited in the Note Distribution Collection Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 Section 4.6(b) of the Transfer Sale and Servicing Agreement will shall be transferred withdrawn by the Indenture Trustee from the applicable Trust Reserve Account and deposited to the Note Distribution Collection Account. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee (based on the information contained in the Monthly Investor Report delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) shall distribute all amounts make the following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of funds on deposit in the Note Distribution Collection Account with respect to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Collection Period preceding such Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in funds, if any, deposited therein from the following amounts and Reserve Account), in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date)first, (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class Servicer, the Servicing Fee and (2) for the Class A-9 Notes, one- third of the total amount of accrued and all unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed Servicing Fees from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsprior Collection Periods; (ii) second, to the Noteholders' Noteholders of Class A Notes, the Accrued Class A Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes pro rata, in accordance with the aggregate Outstanding principal balances of the Class A Notes; (iii) third, to the Principal Distributable Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) fourth, to the Noteholders of Class B Notes, the Accrued Class B Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class B Note Interest, the amounts available shall be distributed applied to the payment of such interest on the Class B Notes on a pro rata basis; (v) fifth, to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) sixth, to the Noteholders of Class C Notes, the Accrued Class C Note Interest; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class C Note Interest, the amounts available shall be applied to the payment of such interest on the Class C Notes on a pro rata basis; (vii) seventh, to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) eighth, to the Trust Distribution Account, the Accrued Class D Certificate Interest; (ix) ninth, to the Reserve Account, the amount, if any, required to reinstate the amount in the following order of priority in each case Reserve Account up to the extent of Specified Reserve Balance; (x) tenth, to the Principal Distribution Account, the Regular Principal Distribution Amount, if any; and (xi) eleventh, to the Seller, any funds remaining amounts on deposit in the Note Distribution Collection Account after giving effect with respect to all withdrawals the Collection Period preceding such Payment Date. Notwithstanding any other provision of a higher priority:this Article VIII, and subject to Section 5.4(b): (1A) to following the Holders occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) that has resulted in an acceleration of the Class A-1 Notes on account (including the occurrence of principal until such an Event of Default following the Outstanding Amount occurrence of an Event of Default specified in Section 5.1(iii) hereof that resulted in acceleration of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2Notes), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) Servicer shall instruct the Indenture Trustee will withdraw to transfer the aggregate amount funds on deposit in the Class A-9 Interest Collection Account ([other than any investment income thereon that is payable to remaining after the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.application of:

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Trust, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day immediately preceding each Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the definition of Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts the Indenture Trustee (or any other Paying Agent) shall make the required to be deposited deposits and distributions as provided in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 2.7 and 5.07 2.8 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAdministration Agreement. (c) On each Monthly Payment Date and Redemption DateDuring the Supplemental Purchase Period, the Indenture Trustee shall distribute all amounts on deposit in withdraw funds as directed by the Note Distribution Account Administrator pursuant to Noteholders in respect Section 2.10(c) of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) Administration Agreement for the Class A-9 Notes, one- third purchase of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;Additional Trust Student Loans. (d) On each Quarterly Payment Date and any Redemption Datethe Business Day immediately following the end of the Supplemental Purchase Period, (i) the Indenture Trustee will withdraw the aggregate amount on deposit shall transfer any amounts remaining in the Class A-9 Interest Supplemental Purchase Account at the end of the Supplemental Purchase Period into the Collection Account, as directed by the Administrator. ([other than e) On or before the Business Day immediately preceding each Distribution Date, if the Issuer has not received payment in full of the amount required to offset any investment income thereon that is payable to deficiency caused by a Borrower Benefit Yield Reduction for the Servicer related Collection Period pursuant to Section 5.01(b) 3.12 of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) , the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amountTrustee, as a distribution directed by the Administrator, shall withdraw from the Borrower Benefit Account on account of principalthat Distribution Date an amount equal to such deficiency, to the Class A-9 Noteholdersextent of funds available therein, to be included as part of Available Funds for that Distribution Date. (f) On or before each Distribution Date, the Indenture Trustee, as directed by the Administrator, shall withdraw from the Floor Income Rebate Account an amount equal to the applicable Floor Income Rebate Account Release Amount, to be included as part of Available Funds for that Distribution Date.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders holders of the Notes and Certificateholdersthe holders of the Certificates, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections Section 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount and any Noteholders' Interest Index Carryover, if any, with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the holders of the Notes as provided in Sections 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in behalf of the Note Distribution Account to Noteholders in respect holders of the Notes pursuant to paragraph (or in b) above to the case holders of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal principal, interest and interest (including any premium) Noteholders' Interest Index Carryover in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) the Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class the holders of Notes, other than the Class A-9 Notes, A-1 Notes and the holders of the Class A-2 Notes in an amount equal to the accrued and unpaid interest on each such Class of Notes shall be distributed the Notes; provided that if there are not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes, the amounts so received shall be applied to the payment of such interest on the Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], and then to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12iii) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], orNoteholders' Interest Index Carryover, if any, to the Outstanding Amount holders of the Class A-10 A-1 Notes has been reduced to $[ ] or less, occurring prior to [ ], to and the Holders holders of the Class A-10 Notes on account of principal until A-2 Notes; provided that if insufficient funds are received to pay the Outstanding Amount of entire Noteholders' Interest Index Carryover then outstanding, the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable amounts so received shall be applied to the Servicer pursuant to Section 5.01(b) payment of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount Noteholders' Interest Index Carryover on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholderspro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer and Servicing Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, amounts with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in transferred from the Collection Principal Funding Account, the Interest Payment Account and/or the Reserve Account, as applicable, to the Note Distribution Account as provided in Sections 5.02 5.04 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution Account. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) during the Noteholders' Interest Distributable Amount Revolving Period, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class the Holders of Notes, other than the Class A-9 A Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 A Notes, one- third of ; provided that if there are not sufficient funds in the total Note Distribution Account to pay the entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest AccountA Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class A Notes pro rata based on the ratio for each Class basis of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsinterest due on the Class A Notes; (ii) during the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ]Revolving Period, to the Holders of the Class A-10 B Notes, accrued and unpaid interest on the Class B Notes; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes after giving effect to the distribution in clause (i) above, the amount in the Note Distribution Account shall be applied to the payment of such interest on account of principal until the Outstanding Amount Class B Notes pro rata on the basis of the total of such interest due on the Class A-10 Notes is reduced to $[ ]B Notes; (3iii) in during the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Amortization Period, to the Holders of the Class A-10 A Notes, accrued and unpaid interest on the Class A Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class A Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class A Notes pro rata on account of principal until the Outstanding Amount basis of the total of such interest due on the Class A-10 Notes is reduced to zeroA Notes; (4iv) to during the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ]Amortization Period, to the Holders of the Class A-10 A Notes principal in an amount equal to the Class A Noteholders' Principal Distributable Amount with respect to such Distribution Date; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of such Class A Noteholders' Principal Distributable Amount after giving effect to the distribution in clause (iii) above, the amount remaining in the Note Distribution Account shall be applied to the payment of such Class A Noteholders' Principal Distributable Amount pro rata on account the basis to the total of principal until such Class A Noteholders' Principal Distributable Amount due on the Outstanding Amount Class A Notes; (v) during the Amortization Period, to the Holders of the Class A-10 B Notes, accrued and unpaid interest on the Class B Notes; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes is reduced after giving effect to zerothe distribution in clause (iv) above, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Class B Notes pro rata on the basis to the total of such interest due on the Class B Notes; (dvi) On each Quarterly Payment Date and any Redemption Dateduring the Amortization Period, (i) to the Indenture Trustee will withdraw the aggregate amount on deposit in Holders of the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such B Notes principal in an amount as interest equal to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit B Noteholders' Principal Distributable Amount with respect to such Distribution Date; provided that if there are not sufficient funds remaining in the Note Distribution Account to pay the entire amount of such Class A-9 B Noteholders' Principal Account and will distribute such amount, as a distribution on account of principal, Distributable Amount after giving effect to the distribution in clause (v) above, the amount remaining in the Note Distribution Account shall be applied to the payment of such Class A-9 B Noteholders' Principal Distributable Amount pro rata on the basis to the total of such Class B Noteholders' Principal Distributable Amount due on the Class B Notes.

Trust Accounts. (a) On or prior to the Closing Date, the -------------- Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and CertificateholdersNoteholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7 and 2.8 of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.2 or Section 5.4(b)): (i) the Class A Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, A Noteholders in an amount equal to the accrued and unpaid interest on each such the Notes at the respective Class of Notes shall be distributed A Note Rates; provided that if there are not -------- sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 A Notes at the respective Class A Note Rates, the amounts so received shall be applied to the payment of such interest on the Class A Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Class B Noteholders' Interest Distribution Amount, to the Class B Noteholders in an amount equal to the accrued and unpaid interest on the Notes at the Class B Note Rate; provided that if there are not sufficient funds -------- received to pay the entire amount of accrued and unpaid interest then due on the Class B Notes at the Class B Note Rate, the amounts so received shall be applied to the payment of such interest on the Class B Notes on a pro rata basis; (iii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ];on a pro rata basis; and (3iv) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders' Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) ; provided, that if there are not sufficient funds received to pay the Holders Outstanding Amount of the Class A-3 A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on account a pro rata basis; and (v) the Noteholders' Principal Distribution Amount, to the Noteholders of principal the Class B Notes until the Outstanding Amount of the Class A-3 B Notes is reduced to zero; (6) ; provided, that if there are not sufficient funds received to the Holders of the Class A-4 Notes on account of principal until pay the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) B Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-5 B Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Insurer, or in the name of the Trust Agent, for the benefit of the Certificateholders and the Insurer, the Trust Accounts as provided in Section 5.01 4.01 of the Transfer Sale and Servicing Agreement. (b) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Servicer shall cause funds to be withdrawn from the Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account Payment Account, as provided in Sections 5.02 and 5.05 Section 4.02(e) of the Transfer Sale and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required based solely on the Distribution Date Statement, the Indenture Trustee will apply the Net Collections available with respect to be deposited in the related Collection Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution Account with respect to the preceding Collection Period required pursuant to Sections 5.06 and 5.07 Section 4.03(a) of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On each Monthly Payment Distribution Date, based solely on the Distribution Date and Redemption DateStatement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment such Distribution Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and Noteholders in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) to the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for Holders of each Class of Notes, other than the Note Interest Distributable Amount for such Distribution Date, pro rata; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class A-9 of Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such ClassClass of Notes, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case Amount to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals Outstanding Amount of a higher priority:such Class of Notes; (1iii) to the Holders of the Class A-1 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5v) to the Holders of the Class A-3 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii) and (iv) above), until the Outstanding Amount of the Class A-3 Notes is reduced to zero;; and (6vi) to the Holders of the Class A-4 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii), (iv) and (v) above), until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;. (d) On each Quarterly Payment Date The Indenture Trustee shall make claims under the Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Policy. In making any Redemption Datesuch claim, (i) the Indenture Trustee will withdraw shall comply with all the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) terms and conditions of the Transfer and Servicing Agreement]) and will distribute such amount as interest to Policy. Upon receipt of the Class A-9 Noteholders and (ii) Policy Claim Amount, the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will shall distribute such amount, Policy Claim Amount as a distribution on account part of principal, the Note Distributable Amount under this Indenture to the Class A-9 Noteholdersextent such Policy Claim Amount relates to the Notes and as part of the Certificate Distributable Amount under the Sale and Servicing Agreement to the extent such Policy Claim Amount relates to the Certificates.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Class Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Class A Notes; provided, other than that if there are not sufficient funds in the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) the Class B Noteholders' Class Interest Amount; (iii) the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: X-0 Xxxxx, X-0 Xxxxx, X-0 Notes and A-4 Notes (provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (iv) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full); (iv) the Class B Noteholders' Monthly Principal Distributable Amount; and (v) thereafter, to any excess shall be distributed in the following order of priority in each case deposited to the extent of Certificate Distribution Account. (d) On the remaining amounts on deposit A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) Account, an amount equal to the Holders sum of (i) the aggregate accrued and unpaid interest on the Class A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 Sections 4.2 and 4.3 of the Transfer Pooling and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to On or before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Date, all amounts the amount required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 under Section 4.8 of the Transfer Pooling and Servicing Agreement will be transferred from the applicable Trust Collection Account to and deposited in the Note Distribution Account. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute pay all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent such amounts have been deposited in the Note Distribution Account as described in Section 4.8 of amounts due the Pooling and unpaid on the Notes for principal and interest (including any premiumServicing Agreement) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 A Noteholders on such Quarterly Payment Date or Redemption Date from to the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case extent of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on A Interest Arrearage and Class A Interest Payment Amount for such Quarterly Payment Date) to (y) the total of such amounts; (ii) to the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case Class B Noteholders to the extent of the remaining amounts on deposit in Class B Interest Arrearage and the Note Distribution Account after giving effect to all withdrawals of a higher priority:Class B Interest Payment Amount for such Payment Date; (1iii) to the Class A Noteholders to the extent of the Class A Principal Payment Amount for such Payment Date plus any additional amount payable to the Holders of the Class A-1 A Notes on account such Payment Date as described in clause (i) of principal until Section 4.8 in the Outstanding Amount Pooling and Servicing Agreement; and (iv) to the Class B Noteholders to the extent of the Class A-1 Notes is B Principal Payment Amount for such Payment Date (reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], by any amounts payable to the Holders of the Class A-10 A Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) as described in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit of Section 4.8 in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer Pooling and Servicing Agreement]) and ). Any payments on the Notes will distribute such amount as interest to be made pro rata based upon the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholdersoutstanding principal balance.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain with and in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to On or before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Date, the Indenture Trustee shall make all amounts required withdrawals and deposits to be deposited in the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in paragraphs (d), and (e) below, on each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):amounts: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes Class A Notes, all amounts allocated to such Holders in respect of such Class and (2) for interest on the Class A-9 Notes, one- third of A Notes pro rata based upon the total aggregate amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed payable to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) to the Noteholders' Principal Distributable AmountHolders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be distributed paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority in each case priority: (A) to the extent Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes, pro rata, to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class until they are paid in full; then (C) to the remaining Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account after giving effect and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all withdrawals amounts allocated to such Holders in respect of a higher priority: interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (1ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on account the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default other than pursuant to Sections 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-10 A-1 Notes is reduced to $[ ]; (3) in the case of this clause (3)zero, only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes on account of principal until and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of the Class A-10 Notes is reduced to zero; such Notes; (4v) to the Holders of the Class A-2 Notes on account B Notes, all amounts allocated to such Holders in respect of principal until the Outstanding Amount of on the Class A-2 Notes is reduced to zero; B Notes; and (5vi) to the Holders of the Class A-3 Notes on account C Notes, all amounts allocated to such Holders in respect of principal until the Outstanding Amount of on the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersC Notes.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain with and in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to On or before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Date, the Indenture Trustee shall make all amounts required withdrawals and deposits to be deposited in the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in paragraph (d) below, on each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):amounts: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes Class A Notes, all amounts allocated to such Holders in respect of such Class and (2) for interest on the Class A-9 Notes, one- third of A Notes pro rata based upon the total aggregate amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed payable to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) to the Noteholders' Principal Distributable AmountHolders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; (iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be distributed paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority in each case priority: (A) to the extent Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; then (E) to the Class B Notes until they are paid in full; and then (F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the remaining Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account after giving effect and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all withdrawals amounts allocated to such Holders in respect of a higher priority: interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (1ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of A-2 Notes, the Class A-10 A-3 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of and the Class A-10 Notes on account of principal A-4 Notes, pro rata, until the Outstanding Amount of the Class A-10 Notes is reduced to zero; paid in full; (4iii) to the Holders of the Class A-2 Notes B Notes, all amounts allocated to such Holders in respect of interest on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; B Notes; (5iv) to the Holders of the Class A-3 Notes on account B Notes, all amounts allocated to such Holders in respect of principal until the Outstanding Amount of on the Class A-3 Notes is reduced to zero; B Notes, until paid in full; (6v) to the Holders of the Class A-4 Notes C Notes, all amounts allocated to such Holders in respect of interest on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; C Notes; and (7vi) to the Holders of the Class A-5 Notes on account C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Class A-5 Notes is reduced Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to zero; (8) to the Holders of the Class A-6 Notes on account of principal until repay the Outstanding Amount of the such Class A-6 of Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholdersfull.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain (i) in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts (other than the Spread Account) as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread Account as provided in Section 5.1 of the Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.3 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in Date the Note Distribution Account Noteholders’ Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement, and the Note Monthly Additional Principal Distributable Amount as of such Payment Date will be transferred to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following order of priority: (i) [Reserved]; (ii) to the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on such Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total such interest due on such Notes; (iii) [Reserved]; (iv) [Reserved]; (v) to the Class A Noteholders, for payment of principal, in the following order of priority: (A) to the A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero; (B) to the A-2 Noteholders, until the Outstanding principal balance of the A-2 Notes is reduced to zero; (C) to the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes is reduced to zero; and (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (vi) [Reserved]; (vii) [Reserved]; and (viii) thereafter, any excess shall be deposited in the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes to zero. (e) On each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) [Reserved]; (ii) to the Class A Noteholders' , the Class Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Class A Notes; provided, other than that if there are not sufficient funds in the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (iiiii) the Noteholders' Principal Distributable Amountfirst, to be distributed in the following order of priority in each case to A-1 Noteholders until the extent outstanding principal balance of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], ; second to the Holders A-2 Noteholders, the A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes, A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the Class A-10 A-2 Notes, A-3 Notes on account of principal until the Outstanding Amount of the Class A-10 and A-4 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is has been reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero[Reserved]; (5v) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero[Reserved]; (6vi) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date)[Reserved]; and (12vii) thereafter, any excess shall be deposited in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;Certificate Distribution Account. (df) On each Quarterly Payment Date and any Redemption Date, [Reserved]. (ig) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing AgreementReserved]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Trustee to establish with the Paying Agent on its behalf and maintain, in maintain the name of the Indenture Trustee, Trust Accounts for the benefit of the applicable Noteholders and Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) On the day required by Section 5.02 of the Sale and Servicing Agreement, all Available Collections with respect to the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreementsuch Section . On each Monthly Payment Date, all amounts required to be deposited in distributed from the Note Collection Account and Principal Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 Section 5.04 of the Transfer Sale and Servicing Agreement will be transferred from such accounts and distributed in accordance with Section 5.04 of the applicable Trust Sale and Servicing Agreement; provided, however, that following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, all amounts on deposit in the Collection Account, the Principal Distribution Account and Reserve Account shall be applied pursuant to the Note Distribution AccountSection 5.04. (c) On Interest on and principal of each Monthly Note shall be payable in accordance with the instruction of the Servicer given to the Indenture Trustee from and to the extent of funds available in accordance with Section 5.04 of the Sale and Servicing Agreement. The final payment of principal of and interest on each Note (or payment of the Redemption Price thereof in the case of a Note called for redemption pursuant to Article Ten) shall be payable only upon presentation and surrender thereof at the Corporate Trust Office or at the office of any Paying Agent. (d) No interest will accrue with respect to any Note from and after its Final Scheduled Payment Date to the extent that all amounts owing with respect to such Notes were Paid in full on such Payment Date. (e) So long as the Indenture Trustee shall be the Paying Agent, the Indenture Trustee shall make payments of principal on the Notes from amounts deposited into the Principal Distribution Account and Redemption Dateshall make payment of interest on the Notes from amounts deposited into the Collection Account; provided, however, that if the Owner Trustee has removed the Indenture Trustee as the Paying Agent, the Indenture Trustee shall distribute all such amounts on deposit to the Paying Agent as instructed by the Owner Trustee. If an Event of Default has occurred and the Notes have been accelerated under Section 5.02, then amounts then held in the Note Distribution Collection Account shall be treated by the Indenture Trustee as money or property collected pursuant to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date Article Five and shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except be applied as otherwise provided in Section 5.04(b)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain with and in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, Available Funds and any withdrawals from the Negative Carry Account up to the Negative Carry Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.01(e) and 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, the Indenture Trustee shall make all amounts required withdrawals and deposits to be deposited in the Collection Account, Note Distribution Account, Reserve Account, the Pre-Funding Account and the Negative Carry Account and shall make all distributions to Certificateholders in accordance with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in paragraphs (d), and (e) below, on each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):amounts: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes Class A Notes, all amounts allocated to such Holders in respect of such Class and (2) for interest on the Class A-9 Notes, one- third of A Notes pro rata based upon the total aggregate amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed payable to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) to the Noteholders' Principal Distributable AmountHolders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes and the Class B Notes, all amounts allocated to such Holders in respect of principal on the Notes will be distributed paid to the Holders of the Class A Notes and Class B Notes in the following order of priority in each case priority: (A) to the extent Class A-1 Notes until they are paid in full; then (B) to the Class A-2 Notes until they are paid in full; then (C) to the Class A-3 Notes until they are paid in full; then (D) to the Class A-4 Notes until they are paid in full; and then (E) to the Class B Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the remaining Outstanding Amount of any Class of Notes remains greater than zero, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (d) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Section 5.01(i) or (ii), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account after giving effect and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all withdrawals amounts allocated to such Holders in respect of a higher priority: interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (1ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of such Notes; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on account the Class B Notes and (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii) and (iv) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default pursuant to Sections 5.01(iii), (iv) or (v), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-10 A-1 Notes is reduced to $[ ]; (3) in the case of this clause (3)zero, only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 A-2 Notes, the Class A-3 Notes on account of principal until and the Class A-4 Notes, pro rata based upon the Outstanding Amount due and payable to the Holders of the Class A-10 Notes is reduced to zero; such Notes; and (4iv) to the Holders of the Class A-2 Notes on account B Notes, all amounts allocated to such Holders in respect of principal until the Outstanding Amount of on the Class A-2 Notes is reduced to zero;B Notes. (5f) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero;[Reserved] (6g) Subject to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7Sections 8.02(d) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12and 8.02(e), only for Monthly Payment Dates occurring prior to [ ], or, if on the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Dateimmediately following the calendar month in which the Funding Period ends, (i) the Indenture Trustee will withdraw shall apply any and all amounts deposited into the aggregate amount on deposit in the Class A-9 Interest Note Distribution Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b5.01(d) of the Transfer Sales and Servicing Agreement]) and will distribute such amount as interest Agreement to the Class A-9 Noteholders and repayment of principal on the Notes in accordance with the priorities set forth in Section 8.02(c), (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amountd), or (e), as a distribution on account of principal, to the Class A-9 Noteholdersapplicable.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Swap Counterparty, the Trust Accounts as provided in Section 5.01 2(c) of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Monthly Payment Date and Quarterly Payment Date, all Monthly Available Funds with respect to the Receivables and other amounts preceding Monthly Collection Period (or in the case of a Quarterly Payment Date, Available Funds with respect to each the preceding Collection Period Period) will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 4.01 of the Transfer and Servicing Agreement. On each Monthly Quarterly Payment Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement such Quarterly Payment Date will be transferred distributed from the applicable Trust Collection Account, from the Prefunding Account and from the Reserve Account to the Note Distribution AccountIndenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Sections 2(d)(v)(C), 2(e)(iv)(C) and 2(k)(ii)(C) of the Administration Agreement. On each Quarterly Payment Date, the Reserve Account Excess for such Quarterly Payment Date will be distributed to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in clauses (b)(ii), b(iii) and (b)(iv) of Section 2(e)(ii) of the Administration Agreement (and in the case of clause (b)(iv) whether allocated thereto pursuant to the proviso to Section 2(e)(ii)(a) or pursuant to Section 2(e)(ii)(b)). On the Quarterly Payment Date referred to in Section 10.01(a) (ii) with respect to a redemption pursuant to Section 10.01(a) (ii), the amount on deposit in the Collateral Reinvestment Account on such Quarterly Payment Date will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 2(f)(ii) of the Administration Agreement. (c) On each Monthly Quarterly Payment Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts on deposit in received by it from the Note Distribution Collection Account, the Prefunding Account and the Reserve Account pursuant to the second sentence of paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including to any premium) Swap Counterparties in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Class A-1 Noteholders' Interest Distributable Amount Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amounts, if any, and the remainder of any Termination Payment (to be distributed the extent the remainder of such Termination Payment is owed to any Swap Counterparties following a Redemption Event (as follows: for each Nonquarterly Payment Date (defined in any related Swap Agreement) or a default by the Trust under any Swap Agreements other than an Event of Default by the Trust specified in (x) Section 5(a)(i) of any Redemption DateSwap Agreements or (y) 5(a)(ix) of any Swap Agreements unless an Event of Default has occurred, the Notes have been accelerated and such acceleration has been waived), (1) for each Class of Notes, other than to the Class A-9 NotesA-1 Noteholders, accrued the Class A-2 Noteholders and unpaid interest on each such any Swap Counterparties, respectively; PROVIDED, HOWEVER, that if there are not sufficient funds to pay the Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amounts, if any, and the remainder of Notes any Termination Payment, the amounts so received shall be distributed applied to the Holders of Notes payment of such Class and (2) for A-1 Noteholders' Interest Distribution Amount, the Class A-9 NotesA-2 Noteholders' Interest Distribution Amount, one- third the Trust Swap Payment Amounts, if any, and the remainder of the total amount of accrued and unpaid interest that will be due any Termination Payment, on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata a PRO RATA basis based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) reserved; (iii) the Subordinate Noteholders' Interest Distribution Amount, to the Subordinate Noteholders; (iv) if the Revolving Period has terminated, the Senior Noteholders' Principal Distributable Distribution Amount, to the Senior Noteholders (such amount to be distributed allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding Amount of the Senior Notes is reduced to zero; and (v) after the Outstanding principal amount of the Senior Notes is reduced to zero, the Subordinate Noteholders' Principal Distribution Amount to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero. (d) On each Quarterly Payment Date, the Indenture Trustee (or any Paying Agent) shall distribute all amounts received by it on behalf of Noteholders and to any Swap Counterparties in respect of Reserve Account Excess pursuant to the third to the last sentence of paragraph (b) above in the following amounts and order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1i) reserved; (ii) if the Revolving Period has terminated, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period (only until the Outstanding principal amount of the Senior Notes is reduced to zero); (iii) if the Revolving Period has terminated, and the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period; (iv) commencing on the [ ] Quarterly Payment Date, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; (v) commencing on the [ ] Quarterly Payment Date, any remaining such amounts, after the Outstanding principal amount of the Senior Notes is reduced to zero, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero; (vi) Reserved (vii) Reserved; and (viii) to any Swap Counterparties, all Termination Payments due under the related Swap Agreement, to the extent that any Swap Counterparty is the Defaulting Party (as such term is defined in the related Swap Agreement), the Early Termination Date (as such term is defined therein) arises from a Termination Event (other than an Additional Termination Event (as defined in any Swap Agreements) in respect of a Redemption Event (as defined in any Swap Agreements)) or the Trust is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of any Swap Agreements (exclusive of any Trust Swap Payment Amount paid pursuant to Clause SECOND of Section 5.04 (b) hereof). (e) On the Quarterly Payment Date referred to in Section 10.01(a)(ii) with respect to redemption pursuant to Section 10.01(a)(ii), the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it from the Collateral Reinvestment Account pursuant to the last sentence of Section (b) above in the following amounts and order of priority: (i) to the Holders related Swap Counterparty, an amount equal to any related unpaid Net Trust Swap Payment Carryover Shortfalls; (ii) after any related Net Trust Swap Payment Carryover Shortfalls have been paid to the related Swap Counterparty, any remaining such amounts to the Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; and (iii) after the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero. (f) Amounts payable to Senior Noteholders as provided in Sections 8.02(c)(iv), 8.02(d)(ii) and 8.02(e)(ii) shall be payable in the following amounts and order of priority: (i) to the Class A-1 Noteholders in an amount necessary to reduce the Outstanding principal amount of the Class A-1 Notes on account of principal until to zero; and (ii) after the Outstanding Amount principal amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal A-2 Noteholders until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount amount of the Class A-2 Notes is reduced to zero; (5) to the Holders ; PROVIDED, HOWEVER, that from and after any acceleration of the Class A-3 Notes on account following an Event of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zeroDefault, such Outstanding Amount to amounts shall be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits payable to the Class A-9 Principal Account since A-1 Noteholders and the preceding Quarterly Payment Date); andClass A-2 Noteholders PRO RATA. (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (dg) On each the Quarterly Payment Date and any Redemption Datereferred to in Section 10.01(a)(i) with respect to redemption pursuant to Section 10.01(a)(i), (i) the Indenture Trustee will withdraw (or any other Paying Agent) upon the aggregate amount on deposit written direction of the Administrator shall distribute all amounts received by it from the Prefunding Account pursuant to the last sentence of Section (b) above in the following amounts and among the Class A-9 Interest Account A-1 and Class A-2 Noteholders, pro rata, based upon the initial principal balance of each class of Class A-1 and Class A-2 Notes. ([other than h) In the event that any investment income thereon that Swap Counterparty is payable replaced by a successor swap counterparty pursuant to the Servicer pursuant to Section 5.01(b) terms of the Transfer and Servicing any Swap Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) , the Indenture Trustee will withdraw shall pay any amounts owing to such Swap Counterparties in accordance with the aggregate amount on deposit in terms of the Class A-9 Principal Account and will distribute related Swap Agreements at the written direction of such amount, as a distribution on account of principal, to the Class A-9 NoteholdersSwap Counterparties.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Indenture Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account Indenture Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Indenture Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Indenture Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 A-1 Notes, one- third of the total A-2 Notes and the A-3 Notes; provided, that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Indenture Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Indenture Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsIndenture Notes; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case only to the extent of funds withdrawn from the remaining amounts on deposit Pre-Funding Account and deposited in the Note Distribution Account after giving effect by the Indenture Trustee pursuant to Section 5.7(b) of the Sale and Servicing Agreement: (A) first, to the Holders of A-1 Notes, (B) second, to the Holders of A-2 Notes, (C) third, 96% of the remainder to the Holders of A-3 Notes and Class B Notes pro rata on the basis of the respective initial principal amounts of each such Note and (D) fourth, 4% of such remainder to the Holders of the Certificates; provided, however, that if the balance on deposit in the Spread Account is less than the Spread Account Floor, then all withdrawals distributions shall be made to the Holders of a higher priority:Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes and Certificates in such order; (1iii) only to the extent of funds deposited in the Note Distribution Account by the Seller pursuant to Section 2.2(c) and the last sentence of Section 5.7(b) of the Sale and Servicing Agreement, to the Holders of each X-0 Xxxx, X-0 Note and A-3 Note, an amount equal to the Indenture Noteholders' Prepayment Premium with respect to that Class (and if the amount so deposited is insufficient, pro rata in accordance with the Indenture Noteholders' Prepayment Premium owed to each Indenture Noteholder); (iv) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2v) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 A-2 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5vi) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of amount so distributed equals the Class A-3 Notes is reduced to zeroNoteholders' Principal Distributable Amount; (6vii) accrued and unpaid interest on the Class B Notes; (viii) to the Holders of Class B Notes until the amount so distributed equals the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zeroB Noteholders' Principal Distributable Amount; (7ix) thereafter, any excess shall be deposited to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Certificate Distribution Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders holders of the Notes and Certificateholdersthe holders of the Certificates, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections Section 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount and any Noteholders' Interest Index Carryover, if any, with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the holders of the Notes as provided in Sections 5.04(c), 5.05 and 5.06 of the Sale and Servicing Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in behalf of the Note Distribution Account to Noteholders in respect holders of the Notes pursuant to paragraph (or in b) above to the case holders of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal principal, interest and interest (including any premium) Noteholders' Interest Index Carryover in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b) and 5.04(c)): (i) the Noteholders' Interest Distributable Distribution Amount with respect to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each the Class of A-1 and Class A-2 Notes, other than to the holders of the Class A-9 Notes, A-1 Notes and the holders of the Class A-2 Notes in an amount equal to the accrued and unpaid interest on each such Class of Notes shall be distributed the Notes; provided that if there are not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on such Notes, the Class A-9 amounts so received shall be applied to the payment of such interest on the Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) with respect to any Distribution Date on which the Class A Notes are entitled to receive the Noteholders' Principal Distributable Priority Distribution Amount, to be distributed in the following order of priority in each case applicable Noteholders' Priority Distribution Amount to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], then to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5iii) the Noteholders' Interest Distribution Amount with respect to the Holders Class M Notes, to the holders of the Class A-3 M Notes in an amount equal to the accrued and unpaid interest on account the Class M Notes; (iv) the applicable Noteholders' Principal Distribution Amount, to the holders of principal the Class A-1 Notes until the Outstanding Amount of the Class A-3 A-1 Notes is reduced to zero, and then to the holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (6v) the applicable Noteholders' Principal Distribution Amount, to the Holders holders of the Class A-4 M Notes on account of principal until the Outstanding Amount of the Class A-4 M Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12vi) in the case of this clause (12), only for Monthly Payment Dates occurring prior applicable Noteholders' Interest Index Carryover with respect to [ ], orthe Class A Notes, if any, to the Outstanding Amount holders of the Class A-10 A-1 Notes has been reduced and the holders of the Class A-2 Notes; provided that if insufficient funds are received to $[ ] or lesspay the entire Noteholders' Interest Index Carryover with respect to the Class A Notes then outstanding, occurring prior the amounts so received shall be applied to [ ]the payment of such Noteholders' Interest Index Carryover on a pro rata basis. (vii) the applicable Noteholders' Interest Index Carryover with respect to the Class M Notes, if any, to the Holders holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersM Notes.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Class A Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Class A Notes; provided, other than that if there are not sufficient funds in the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) the Class B Noteholders' Interest Distributable Amount; (iii) the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: A-0 Xxxxx, X-0 Xxxxx, X-0 Notes and A-4 Notes (provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (iv) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full); (iv) the Class B Noteholders' Monthly Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12v) in the case of this clause (12)thereafter, only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], any excess shall be deposited to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersCertificate Distribution Account.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholders, maintain the Trust Accounts as provided in Section 5.01 Sections 4.1, 4.7 and 4.8 of the Transfer Sale and Servicing Agreement. (b) On or before each Payment Date, the Servicer shall deposit all Available Collections with respect to the Receivables and other amounts with respect to each Collection Period will be deposited preceding such Payment Date in the Collection Account as provided in Sections 5.02 4.2, 4.3, 4.4 and 5.05 4.5 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be withdrawn from the Reserve Account and/or the Yield Supplement Account and deposited in the Note Distribution Collection Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 Section 4.5 of the Transfer Sale and Servicing Agreement will shall be transferred withdrawn by the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) from the applicable Trust Reserve Account and/or the Yield Supplement Account and deposited to the Note Distribution Collection Account. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts (based on deposit the information contained in the Note Distribution Account Servicer's Certificate delivered on or before the related Determination Date pursuant to Noteholders in respect Section 3.9 of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date Sale and Servicing Agreement) shall make the deposits provided for below) following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of amounts due and unpaid on the Notes Available Funds for principal and interest such Payment Date (including any premium) in funds, if any, deposited therein from the following amounts and Reserve Account and/or the Yield Supplement Account), in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date)first, (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class Servicer, the Servicing Fee and (2) for the Class A-9 Notes, one- third of the total amount of accrued and all unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed Servicing Fees from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsprior Collection Periods; (ii) second, to the Noteholders' , the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (iii) third, to the Noteholders, the Priority Note Principal Distributable AmountPayment for such Payment Date, if any, to be distributed in the following order same priority as described under Section 8.2(d) of priority in each case this Indenture; (iv) fourth, to the extent of Certificate Distribution Account, the Accrued Class B Certificate Interest for such Payment Date; (v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, if such Payment Date is a Final Scheduled Payment Date for any Class, the amount necessary to reduce the remaining amounts on deposit in the Note Distribution Account principal amount of such Class to zero after giving effect to the amount, if any, to be applied on such Payment Date to such Class from funds deposited pursuant to clauses (iii) and (v) above; (vii) seventh, to the Reserve Account, the amount, if any, required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance for such Payment Date; (viii) eighth, to the Indenture Trustee and the Owner Trustee, all withdrawals amounts for fees, expenses and indemnification due under Section 6.7 of a higher this Indenture and Section 7.1 of the Trust Agreement, respectively, and not previously paid; and (ix) ninth, to the Depositor, any remaining Available Funds for such Payment Date. Notwithstanding the foregoing in this Section 8.2(c), (A) if the Notes have been accelerated after an Event of Default specified in Section 5.1(iii), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (1) to the Holders Indenture Trustee and the Owner Trustee, all amounts for fees, expenses and indemnification due under Section 6.7 of this Indenture and Section 7.1 of the Class A-1 Notes on account of principal until Trust Agreement and not previously paid and to the Outstanding Amount Owner Trustee all amounts for fees, expenses and indemnification due under Section 6.2 of the Class A-1 Notes is reduced to zeroSale and Servicing Agreement and not previously paid; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of Servicer, the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A-10 A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zeroa pro rata basis; (4) to the Holders Noteholders, the Priority Note Principal Payment, if any, for such Payment Date, if any, to be distributed in the same priority as described under Section 8.2(d) of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zerothis Indenture; (5) to the Holders of Certificate Distribution Account, the Accrued Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zeroB Certificate Interest for such Payment Date; (6) to the Holders Principal Distribution Account, until the principal amount of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zerohas been paid in full; (7) to the Holders Certificate Distribution Account, the Certificate Balance of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero;B Certificates; and (8) to the Holders Depositor, any remaining Available Funds for such Payment Date; and (B) if the Notes have been accelerated after an Event of Default specified in Section 5.1(i), (ii), (iv) or (v), then the Indenture Trustee shall instead apply Available Funds in the following order of priority: (1) to the Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (2) to the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) to the Principal Distribution Account, until the principal amount of the Notes has been paid in full; (5) to the Certificate Distribution Account, the sum of the Accrued Class B Certificate Interest for such Payment Date and the Certificate Balance of the Class A-6 B Certificates; and (6) to the Depositor, any remaining Available Funds for such Payment Date. (d) If the Notes have not been accelerated because of an Event of Default, on each Payment Date, the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) shall withdraw the funds deposited in the Principal Distribution Account on such Payment Date and make distributions and payments in the following order of priority: (i) first, to the holders of the Class A-1 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of the Class A-6 A-1 Notes is reduced to zerohas been paid in full; (9ii) second, to the Holders holders of the Class A-7 A-2 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of the Class A-7 A-2 Notes is reduced to zerohas been paid in full; (10iii) third, to the Holders holders of the Class A-8 A-3 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of the Class A-8 A-3 Notes is reduced to zerohave been paid in full; (11iv) fourth, to the Holders holders of the Class A-9 A-4 Notes on account a pro rata basis in reduction of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount principal amount of the Class A-9 A-4 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has have been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date)paid in full; and (12v) fifth, to the Certificate Distribution Account in reduction of the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount Certificate Balance of the Class A-10 Notes B Certificates until the Certificate Balance of the Class B Certificates has been reduced to $[ ] zero. Any funds remaining on deposit in the Principal Distribution Account shall be paid to the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them under the Sale and Servicing Agreement that are unpaid and then to the Depositor. Notwithstanding the foregoing in this Section 8.2(d), if the Notes have been accelerated after an Event of Default, then the Indenture Trustee shall (based on the information contained in the Servicer's Certificate delivered on or lessbefore the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) withdraw the funds deposited in the Principal Distribution Account on each Payment Date and pay them, occurring prior to [ ]first, to the Holders holders of the Class A-10 A-1 Notes until the principal amount of the Class A-1 Notes have been paid in full and then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on account a pro rata basis in reduction of principal until the Outstanding Amount principal amount of such Notes has been paid in full. (e) Notwithstanding anything to the contrary contained herein, with respect to the Special Payment Date, if any, the instructions provided by the Servicer to the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement) pursuant to Section 8.2(c) and Section 8.2(d) shall specify that on the Special Payment Date, distributions shall be made from the Collection Account and the Principal Distribution Account in respect of the Class A-10 A-1 Notes. The portion of the Available Funds (plus funds, if any, deposited in the Collection Account from the Reserve Account and/or the Yield Supplement Account) distributed from the Collection Account and the Principal Distribution Account in respect of the Class A-1 Notes is reduced to zero; (d) On each Quarterly on the Special Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit shall be allocated in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to order and priority set forth in Section 5.01(b) of the Transfer and Servicing Agreement]8.2(c) and will distribute Section 8.2(d) as though such amount as interest amounts were to be distributed on the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersNovember 2006 Payment Date.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders Bondholders and Certificateholdersthe Derivative Contract Counterparty, the Trust Accounts Payment Account as provided in Section 5.01 of the Transfer and Servicing Agreement3.01 hereof. (b) Collections All monies deposited from time to time in the Payment Account and all deposits therein pursuant to this Indenture (other than deposits of any gain or income on investments thereof) are for the benefit of the Bondholders. Any loss on any investment made by the Indenture Trustee with respect funds in the Payment Account shall be reimbursed immediately to the Receivables and other amounts Trust Estate by the Master Servicer. All investments made with respect to each Collection Period will be deposited monies in the Collection Payment Account as provided in Sections 5.02 and 5.05 the Certificate Distribution Account including all income or other gain from such investments shall be for the benefit of and the risk of the Transfer and Servicing Agreement. On each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountMaster Servicer. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all pay itself from amounts on deposit in the Note Distribution Payment Account the Indenture Trustee's Fee for such Payment Date then shall pay the Derivative Contract Counterparty the Group 1 Net Derivative Fee and Group 2 Net Derivative Fee, in each case excluding any Additional Derivative Contract Counterparty Payment, and then shall pay the Owner Trustee the Owner Trustee's Fee, and then the Indenture Trustee shall distribute all remaining amounts on deposit in the Payment Account to Noteholders the Bondholders in respect of the Notes (or Bonds and to such other persons in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority set forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b) hereof)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;. (d) On The Indenture Trustee shall invest any funds in the Payment Account, but only in Eligible Investments, as directed by the Master Servicer, maturing no later than the Business Day preceding each Quarterly Payment Date and such Eligible Investments shall not be sold or disposed of prior to their maturity. From the Business Day prior to the Payment Date until distributed, such funds shall be held uninvested and any Redemption Dateincome, (i) gain or other benefit with respect thereto shall be for the benefit of the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersTrustee.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.05 of the Transfer Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts All Available Monies with respect to each Collection Due Period will be deposited in the Collection Account as provided in Sections 5.02 and Section 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Due Period pursuant to Sections 5.06 and 5.07 Section 7.05 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Collection Account and/or the Reserve Account to the Note Distribution Account. (c) On each Monthly Payment Date and Redemption Distribution Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):follows: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 NotesA-1 Noteholders, accrued and unpaid interest on each such the outstanding principal amount of the Class of A-1 Notes shall be distributed at the Class A-1 Rate and to the Holders of Notes of such Class and (2) for the Class A-9 NotesA-2 Noteholders, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such outstanding principal amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 A-2 Notes only at the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsClass A-2 Rate; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case only to the extent of funds withdrawn from the remaining amounts on deposit Pre-Funding Account and deposited in the Note Distribution Account after giving effect by the Indenture Trustee pursuant to all withdrawals Section 7.07 of a higher prioritythe Sale and Servicing Agreement: (1A) if the amount of such funds is equal to or less than $150,000, to the Holders of the Class A-1 Notes on account of principal up to the Outstanding Amount thereof; and (B) if the amount of such funds is greater than $150,000, pro rata, calculated on the then current principal balance of the Class A-1 and Class A-2 Notes, to the Holders of the Class A-1 Notes and the Holders of the Class A-2 Notes; (iii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero;; and (2iv) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders Class A-2 Noteholders in reduction of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing -------------- Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and CertificateholdersNoteholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7, 2.8.1 and 2.8.2 of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.2 or Section 5.4(b)): (i) the Class A Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, A Noteholders in an amount equal to the accrued and unpaid interest on each such the Notes at the respective Class of Notes shall be distributed A Note Rates; provided that if there are -------- not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 A Notes at the respective Class A Note Rates, the amounts so received shall be applied to the payment of such interest on the Class A Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Class B Noteholders' Interest Distribution Amount, to the Class B Noteholders in an amount equal to the accrued and unpaid interest on the Notes at the Class B Note Rate; provided that if there are not sufficient -------- funds received to pay the entire amount of accrued and unpaid interest then due on the Class B Notes at the Class B Note Rate, the amounts so received shall be applied to the payment of such interest on the Class B Notes on a pro rata basis; (iii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ];on a pro rata basis; and (3iv) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders' Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) ; provided, that if there are not sufficient funds received to pay the Holders Outstanding Amount of the Class A-3 A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on account a pro rata basis; and (v) the Noteholders' Principal Distribution Amount, to the Noteholders of principal the Class B Notes until the Outstanding Amount of the Class A-3 B Notes is reduced to zero; (6) ; provided, that if there are not sufficient funds received to the Holders of the Class A-4 Notes on account of principal until pay the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) B Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-5 B Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Distribution Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Distribution Account Class A Noteholders' Distributable Amount and the Class B Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Collection Account and/or the Reserve Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 A Notes, one- third of ; PROVIDED that if there are not sufficient funds in the total Note Distribution Account to pay the entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest AccountA Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class A Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsA Notes; (ii) accrued and unpaid interest on the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit Class B Notes; PROVIDED that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes after giving effect the distribution pursuant to all withdrawals clause (i) above, the amount in the Note Distribution Account shall be applied to the payment of a higher priority:such interest on the Class B Notes pro rata on the basis of the total such interest due on the Class B Notes; (1iii) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5v) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6vi) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.02 of the Transfer Sale and Servicing Agreement. (b) Collections Upon receipt of the monthly Servicer's Certificate separately identifying the collections received on the Eligible Investment Receivables, the Indenture Trustee shall withdraw the amount of such collections from the Collection Account and deposit such amount into the Spread Account. On or before each Distribution Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections Section 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 Section 5.05 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed the Notes; provided, that if there are not sufficient funds in the Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest AccountNotes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent Holders of each Class of Notes in reduction of the remaining Outstanding Amount of such Class, pursuant to Section 5.12(b) of the Sale and Servicing Agreement, the amounts on deposit allocated thereto, if any, from the amount withdrawn from the Pre-Funding Account and deposited in the Note Distribution Account after giving effect to all withdrawals of a higher priority:Account; (1iii) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero;; and (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders Noteholders, the Certificateholders and Certificateholdersthe Security Insurer, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections with respect Subject to the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.6 of the Transfer Sale and Servicing Agreement. On , on each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution Account. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)5.6): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on the Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on each class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such Class interest on each class of Notes pro rata on the basis of the amount of accrued and unpaid interest due on each class of Notes; (ii) any amounts deposited in the Note Distribution Account with respect to the Prepayment Amount shall be distributed sequentially to the Holders of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, in that order, such that the Prepayment Amount will not be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each a Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for Notes until each Class of Notes accrued and unpaid interest on each such having a lower numerical Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall designation has been paid in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsfull; (iiiii) principal (including, prior to the Noteholders' Parity Date, any Accelerated Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1Amounts) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2iv) principal (including, prior to the Parity Date, any Accelerated Principal Distributable Amounts not distributed in the case of this accordance with clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3iii) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4above) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero;zero and (5v) principal (including, prior to the Parity Date, any Accelerated Principal Distribution Amounts not distributed in accordance with clause (iv) above) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Swap Counterparty, the Trust Accounts as provided in Section 5.01 2(c) of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Monthly Payment Date and Quarterly Payment Date, all Monthly Available Funds with respect to the Receivables and other amounts preceding Monthly Collection Period (or in the case of a Quarterly Payment Date, Available Funds with respect to each the preceding Collection Period Period) will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 4.01 of the Transfer and Servicing Agreement. On each Monthly Quarterly Payment Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement such Quarterly Payment Date will be transferred distributed from the applicable Trust Collection Account and from the Reserve Account to the Note Distribution AccountIndenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Sections 2(d)(v)(C) and 2(e)(iv)(C) of the Administration Agreement. On each Quarterly Payment Date, the Reserve Account Excess for such Quarterly Payment Date will be distributed to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in clauses (b)(ii), b(iii) and (b)(iv) of Section 2(e)(ii) of the Administration Agreement (and in the case of clause (b)(iv) whether allocated thereto pursuant to the proviso to Section 2(e)(ii)(a) or pursuant to Section 2(e)(ii)(b)). On the Quarterly Payment Date referred to in Section 10.01(a) (ii) with respect to a redemption pursuant to Section 10.01 (a) (ii), the amount on deposit in the Collateral Reinvestment Account on such Quarterly Payment Date will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 2(f)(ii) of the Administration Agreement. On the Quarterly Payment Date referred to in Section 10.01(a)(i), the amount on deposit in the Delayed Delivery Loan Funding Account will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 2(j)(ii) of the Administration Agreement. (c) On each Monthly Quarterly Payment Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts on deposit in received by it from the Note Distribution Collection Account and the Reserve Account pursuant to the second sentence of paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including but not for any premiumNoteholders' Interest Basis Carryover) and to the Swap Counterparty in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Class A-1 Noteholders' Interest Distributable Amount Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amount, if any, and the remainder of any Termination Payment (to be distributed the extent the remainder of such Termination Payment is owed to the Swap Counterparty following a Redemption Event (as follows: for each Nonquarterly Payment Date (defined in the Swap Agreement) or a default by the Trust under the Swap Agreement other than any Redemption Datean Event of Default by the Trust specified in (x) Section 5(a)(i) of the Swap Agreement or (y) 5(a)(ix) of the Swap Agreement unless an Event of Default has occurred, the Notes have been accelerated and such acceleration has been waived), (1) for each Class of Notes, other than to the Class A-9 NotesA-1 Noteholders, accrued the Class A-2 Noteholders and unpaid interest on each such the Swap Counterparty, respectively; provided, however, that if there are not sufficient funds to pay the Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amount, if any, and the remainder of Notes any Termination Payment, the amounts so received shall be distributed applied to the Holders of Notes payment of such Class and (2) for A-1 Noteholders' Interest Distribution Amount, the Class A-9 NotesA-2 Noteholders' Interest Distribution Amount, one- third the Trust Swap Payment Amount, if any, and the remainder of the total amount of accrued and unpaid interest that will be due any Termination Payment, on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata basis based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) reserved; (iii) the Subordinate Noteholders' Interest Distribution Amount, to the Subordinate Noteholders; (iv) if the Revolving Period has terminated, the Senior Noteholders' Principal Distributable Distribution Amount, to the Senior Noteholders (such amount to be distributed allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding Amount of the Senior Notes is reduced to zero; and (v) after the Outstanding principal amount of the Senior Notes is reduced to zero, the Subordinate Noteholders' Principal Distribution Amount to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero. (d) On each Quarterly Payment Date, the Indenture Trustee (or any Paying Agent) shall distribute all amounts received by it on behalf of Noteholders and to the Swap Counterparty in respect of Reserve Account Excess pursuant to the third to the last sentence of paragraph (b) above in the following amounts and order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1i) reserved; (ii) if the Revolving Period has terminated, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period (only until the Outstanding principal amount of the Senior Notes is reduced to zero); (iii) if the Revolving Period has terminated, and the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period; (iv) commencing on the October 2009 Quarterly Payment Date, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; (v) commencing on the October 2009 Quarterly Payment Date, any remaining such amounts, after the Outstanding principal amount of the Senior Notes is reduced to zero, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero; (vi) the Senior Noteholders' Interest Basis Carryover, if any, to the Senior Noteholders; provided, however, that if insufficient funds are received to pay the entire Senior Noteholders' Interest Basis Carryover, the amounts so received shall be applied to the payment of the Class A-1 Noteholders' Interest Basis Carryover and the Class A-2 Noteholders' Interest Basis Carryover on a pro rata basis based on the ratio of each such amount to the total of such amounts; (vii) the Subordinate Noteholders' Interest Basis Carryover, if any, to the Subordinate Noteholders; and (viii) to the Holders Swap Counterparty, all Termination Payments due under the Swap Agreement, to the extent that the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement), the Early Termination Date (as such term is defined therein) arises from a Termination Event (other than an Additional Termination Event (as defined in the Swap Agreement) in respect of a Redemption Event (as defined in the Swap Agreement)) or the Trust is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of the Swap Agreement (exclusive of any Trust Swap Payment Amount paid pursuant to Clause SECOND of Section 5.04 (b) hereof). (e) On the Quarterly Payment Date referred to in Section 10.01(a)(ii) with respect to redemption pursuant to Section 10.01(a)(ii), the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it from the Collateral Reinvestment Account pursuant to the second to last sentence of Section (b) above in the following amounts and order of priority: (i) to the Swap Counterparty, an amount equal to any unpaid Net Trust Swap Payment Carryover Shortfalls; (ii) after any Net Trust Swap Payment Carryover Shortfalls have been paid to the Swap Counterparty, any remaining such amounts to the Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; and (iii) after the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero. (f) Amounts payable to Senior Noteholders as provided in Sections 8.02(c)(iv), 8.02(d)(ii) and 8.02(e)(ii) shall be payable in the following amounts and order of priority: (i) to the Class A-1 Noteholders in an amount necessary to reduce the Outstanding principal amount of the Class A-1 Notes on account of principal until to zero; and (ii) after the Outstanding Amount principal amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal A-2 Noteholders until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount amount of the Class A-2 Notes is reduced to zero; (5) to the Holders ; provided, however, that from and after any acceleration of the Class A-3 Notes on account following an Event of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zeroDefault, such Outstanding Amount to amounts shall be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits payable to the Class A-9 Principal Account since A-1 Noteholders and the preceding Class A-2 Noteholders pro rata. (g) On the Quarterly Payment DateDate referred to in Section 10.01(a)(i) with respect to redemption pursuant to Section 10.01(a)(i), the Indenture Trustee (or any other Paying Agent) upon the written direction of the Administrator shall distribute all amounts received by it from the Delayed Delivery Loan Funding Account pursuant to the last sentence of Section (b) above in the following amounts and order of priority: (i) if the amount remaining in the Delayed Delivery Loan Funding Account is less than or equal to $10,000,000, to the Class A-1 Noteholders; and (12ii) if the amount remaining in the case Delayed Delivery Loan Funding Account is greater than $10,000,000, among the Noteholders, pro rata, based upon the initial principal balance of this clause each class of Notes. (12), only for Monthly Payment Dates occurring prior h) In the event that the Swap Counterparty is replaced by a successor swap counterparty pursuant to [ ], or, if the Outstanding Amount terms of the Class A-10 Notes has been reduced to $[ ] or lessSwap Agreement, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than shall pay any investment income thereon that is payable amounts owing to the Servicer pursuant to Section 5.01(b) Swap Counterparty in accordance with the terms of the Transfer and Servicing Agreement]) and will distribute such amount as interest to Swap Agreement at the Class A-9 Noteholders and (ii) written direction of the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersSwap Counterparty.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Class A Noteholders' Interest Distributable Amount Amount; provided, that if there are not sufficient funds in the Note Distribution Account to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than pay the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case only to the extent of funds withdrawn from the remaining amounts on deposit Pre-Funding Account and deposited in the Note Distribution Account after giving effect by the Indenture Trustee pursuant to all withdrawals of a higher priority: (1Section 5.7(b) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; Sale and Servicing Agreement: (2A) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ]first, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; A-1 Notes, (3B) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]second, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; A-2 Notes, (4C) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ]third, to the Holders of A-3 Notes, and (D) fourth, the remainder to the Holders of A-4 Notes; (iii) the Class A-10 B Noteholders' Interest Distributable Amount; (iv) the Class Principal Distributable Amount for each Class of Notes in the following priority: A-1 Notes, A-0 Xxxxx, X-0 Xxxxx, X-0 Notes and Class B Notes (provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on account and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (iv) shall be paid first to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full and then to the Outstanding Amount Class B Noteholders until the outstanding principal amount of the Class A-10 B Notes is reduced to zero;has been paid in full; and (dv) On each Quarterly Payment Date and thereafter, any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable excess shall be deposited to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersCertificate Distribution Account.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Insurer, the Trust Accounts as provided in Section 5.01 4.01 of the Transfer Sale and Servicing Agreement. (b) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Servicer shall cause funds to be withdrawn from the Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account Payment Account, as provided in Sections 5.02 and 5.05 Section 4.02(e) of the Transfer Sale and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required based solely on the Distribution Date Statement, the Indenture Trustee will apply the Net Collections available with respect to be deposited in the related Collection Period, together with amounts, if any, withdrawn from the Spread Account, the Prefunding Account and the Capitalized Interest Account or representing payment of the Insured Amount, to make the deposits to the Note Distribution Account with respect to the preceding Collection Period required pursuant to Sections 5.06 and 5.07 Section 4.03(a) of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On each Monthly Payment Distribution Date, based solely on the Distribution Date and Redemption DateStatement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment such Distribution Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and Noteholders in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) to the Noteholders' Holders of Class A Notes, the Note Interest Distributable Amount with respect to be distributed as follows: the Class A Notes for each Nonquarterly Payment such Distribution Date, pro rata; (ii) if such Distribution Date (other than any Redemption Date), (1) for each is the Note Final Scheduled Distribution Date with respect to a Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such ClassClass of Notes, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case Amount to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals Outstanding Amount of a higher priority:such Class of Notes; (1iii) to the Holders of the Class A-1 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5v) to the Holders of the Class A-3 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) through (iv) above), until the Outstanding Amount of the Class A-3 Notes is reduced to zero;; and (6vi) to the Holders of the Class A-4 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) through (v) above), until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;. (d) On each Quarterly Payment Date The Indenture Trustee shall make claims under the Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Policy. In making any Redemption Datesuch claim, (i) the Indenture Trustee will withdraw shall comply with all the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) terms and conditions of the Transfer and Servicing Agreement]) and will distribute such amount as interest to Policy. Upon receipt of the Class A-9 Noteholders and (ii) Insured Amount, the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will shall distribute such amount, as a distribution on account of principal, Insured Amount to the Class A-9 NoteholdersServicer, the Indenture Trustee, the Owner Trustee, the Trust Agent and, if applicable, the Backup Servicer, pursuant to the Sale and Servicing Agreement or as part of the Note Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholders, maintain the Trust Accounts as provided in Section 5.01 Sections 4.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Determination Date, all Available Funds with respect to the Receivables and other amounts with respect to each Collection Period will preceding such Payment Date shall be deposited in the Collection Account as provided in Sections 5.02 4.2, 4.3 and 5.05 4.4 of the Transfer Sale and Servicing Agreement. On each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution Account. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts (based on deposit the information contained in the Note Distribution Account Monthly Noteholder Report delivered on or before the related Determination Date pursuant to Noteholders in respect Section 3.8 of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date Sale and Servicing Agreement) shall make the deposits provided for below) following withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of amounts due and unpaid on the Notes Available Funds for principal and interest (including any premium) in the following amounts and such Payment Date, in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) first, if Gxxxxxx Sxxxx Mortgage Company is not the Noteholders' Interest Distributable Amount Servicer, to be distributed as follows: for each Nonquarterly Payment Date (other than the Servicer, any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed Net Servicing Fee for the related Collection Period (and to the Holders of Notes of such Class and (2) for the Class A-9 NotesServicer, one- third of the total amount of any accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed Net Servicing Fees from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsprior Collection Periods); (ii) second, (i) pro rata (a) to the Noteholders' Principal Distributable AmountIndenture Trustee, the Indenture Trustee Fee for the related Collection Period (and any accrued and unpaid Indenture Trustee Fees from prior Collection Periods), and (b) to the Owner Trustee, the Owner Trustee Fee for the related Collection Period (and any accrued and unpaid Owner Trustee Fees from prior Collection Periods), and then (ii) pro rata to the Indenture Trustee and the Owner Trustee, any other accrued and unpaid amounts (including reasonable legal fees and expenses) owed to the Indenture Trustee and the Owner Trustee not to exceed $100,000 in the aggregate in any consecutive twelve (12) month period; (iii) third, to be distributed the Holders of the Class A Notes, ratably, the Class A Interest Payment Amount for such Payment Date; (iv) fourth, to the Principal Distribution Account, for payment pursuant to Section 8.2(d), the First Allocation of Principal for such Payment Date; (v) fifth, to the Holders of the Class B Notes, ratably, the Class B Interest Payment Amount; (vi) sixth, to the Principal Distribution Account for payment pursuant to Section 8.2(d), the Second Allocation of Principal for such Payment Date; (vii) seventh, to the Holders of the Class C Notes, ratably, the Class C Interest Payment Amount; (viii) eighth, to the Principal Distribution Account for payment pursuant to Section 8.2(d), the Third Allocation of Principal for such Payment Date; (ix) ninth, to the Principal Distribution Account for payment pursuant to Section 8.2(d), the Regular Allocation of Principal for such Payment Date; (x) tenth, if there is no Overcollateralization Increase Condition in effect, if Gxxxxxx Sachs Mortgage Company is the Servicer to the Servicer, any accrued and unpaid Net Servicing Fee for the related Collection Period (and to the Servicer, any accrued and unpaid Net Servicing Fees from prior Collection Periods); (xi) eleventh, to the Principal Distribution Account for payment pursuant to Section 8.2(d), the Excess Allocation of Principal for such Payment Date; (xii) twelfth, if there is an Overcollateralization Increase Condition in effect, if Gxxxxxx Sxxxx Mortgage Company is the Servicer to the Servicer, any accrued and unpaid Net Servicing Fee for the related Collection Period (and to the Servicer, any accrued and unpaid Net Servicing Fees from prior Collection Periods); (xiii) thirteenth, to the applicable party, any accrued and unpaid fees or expenses (including reasonable legal fees and expenses) or any other amounts owed by the issuer to such party, to the extent not paid pursuant to clauses (i) through (xii) above; and (xiv) fourteenth, the remainder, if any, to the Certificate Distribution Account for distribution to the Certificateholders. (d) On each Payment Date, the Indenture Trustee (based on the information contained in the Monthly Noteholder Report on which the Indenture Trustee can conclusively rely delivered on or before the related Determination Date pursuant to Section 3.8 of the Sale and Servicing Agreement) shall withdraw the funds deposited in the Principal Distribution Account on such Payment Date and make distributions and payments of such funds in the sequential order as follows: (i) first, to the Holders of the Class A Notes, in the following order of priority in each case to priority, the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priorityClass A Principal Payment Amount for such Payment Date: (1A) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4B) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5C) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero;; and (6D) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7ii) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ]second, to the Holders of the Class A-10 Notes on account B Notes, the Class B Principal Payment Amount for such Payment Date; (iii) third, to the Holders of the Class C Notes, the Class C Principal Payment Amount for such Payment Date; and (iv) fourth, to the Holders of the Class D Notes, the Class D Principal Payment Amount for such Payment Date. (e) Notwithstanding the foregoing, the priority of payments set forth in Section 8.2(d) shall be adjusted as follows: (i) in no event will the principal until payment allocated to any subclass of any Note exceed the Outstanding Amount of such subclass. (ii) on the Final Scheduled Payment Date for each subclass of any Note, the principal payment to be applied to such subclass will include the amount, to the extent of the remaining Available Funds, necessary (after giving effect to the other amounts to be deposited in the Principal Distribution Account on that Payment Date) to reduce the outstanding principal amount of that subclass to zero. (iii) no principal payments will be made on the Class A-10 B Notes, the Class C Notes is reduced to zeroor the Class D Notes on any Payment Date until the Class A-1 Notes have been paid in full; (div) On each Quarterly in the event of any shortfall in the amount of funds available for principal payments on the Notes on any Payment Date, no principal payments will be made on the Class B Notes on any Payment Date until all amounts payable with respect to the Class A Notes on that Payment Date have been paid in full, no principal payments will be made on the Class C Notes on any Payment Date until all amounts payable with respect to the Class B Notes on that Payment Date have been paid in full, and no principal payments will be made on the Class D Notes on any Redemption Payment Date until all amounts payable with respect to the Class C Notes on that Payment Date have been paid in full. (v) if, on any Payment Date, the Three-Month Annualized Net Loss Ratio exceeds the Sequential Principal Payment Trigger Percentage in effect on that Payment Date, then on each such Payment Date until the Three-Month Annualized Net Loss Ratio is reduced below the Sequential Principal Payment Trigger Percentage in effect on that Payment Date, the Issuer will pay from the Principal Distribution Account the principal on the Notes of each Class sequentially starting with the most senior and earliest maturing Class of Notes then outstanding (in the order of priority set forth in Section 8.2(d)) until each Class is paid in full. (f) Notwithstanding any other provision of this Article VIII, and subject to Section 5.4(b): (i) If the Notes have been accelerated following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(v) or 5.1(vi), but prior to the liquidation of the Indenture Trust Estate, the Indenture Trustee will withdraw shall (A) transfer the aggregate amount funds on deposit in the Class A-9 Interest Collection Account remaining after the application of clauses 8.2(c)(i) through ([other than any investment income thereon that is payable iii) to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest Principal Distribution Account to the extent necessary to reduce the Outstanding Amount of all the Class A-9 Noteholders and A Notes to zero, or, (iiB) if the Indenture Trustee will withdraw Class A Notes shall have been paid in full, to transfer the aggregate amount funds on deposit in the Collection Account remaining after the application of clauses 8.2(c)(i) through (v) to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class A-9 B Notes to zero, or, (C) if the Class A Notes and Class B Notes shall have been paid in full, to transfer the funds on deposit in the Collection Account remaining after the application of clauses 8.2(c)(i) through (vii) to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class C Notes to zero, or, (D) if the Class A Notes, Class B Notes and will distribute Class C Notes shall have been paid in full, to transfer the funds on deposit in the Collection Account remaining after the application of clauses 8.2(c)(i) through (viii) to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class D Notes to zero. Any amounts transferred to the Principal Distribution Account pursuant to clause (A) shall be applied to the repayment of principal of the Class A Notes in the order of priority described in Section 8.2(d)(i). (ii) If the Notes have been accelerated following the occurrence and during the continuation of an Event of Default specified in Section 5.1(iii) or 5.1(iv), the Indenture Trustee shall transfer the funds on deposit in the Collection Account remaining after the application of clauses 8.2(c)(i) through (ix) to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Notes to zero. Any such amountremaining funds shall be used to pay principal in respect of the Notes, as a distribution on account sequentially, starting with the most senior and earliest maturing Class of principal, Notes then outstanding (with respect to the Class A-9 NoteholdersA Notes, in the order of priority described in Section 8.2(d)(i)) until that Class is paid in full. (g) In the case of an event described in Section 8.2(e)(i) or (ii), the Holders of the Certificates will not receive any distributions until the principal amount and accrued interest on all the Notes has been paid in full.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Class Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Class A Notes; PROVIDED, other than that if there are not sufficient funds in the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) the Class B Noteholders' Class Interest Amount; (iii) the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: X-0 Xxxxx, X-0 Xxxxx, X-0 Notes and A-4 Notes (provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (iv) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full); (iv) the Class B Noteholders' Monthly Principal Distributable Amount; and (v) thereafter, to any excess shall be distributed in the following order of priority in each case deposited to the extent of Certificate Distribution Account. (d) On the remaining amounts on deposit A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount available in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) Account, an amount equal to the Holders sum of (i) the aggregate accrued and unpaid interest on the Class A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Distribution Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections Section 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Collection Account and/or the Reserve Account to the Note Distribution Account. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b); provided that if any amount withdrawn from the Reserve Account has been allocated to pay interest on the Class B Notes pursuant to clause second of the proviso to Section 5.07(c)(i) of the Sale and Servicing Agreement, then such amount shall be applied pursuant to clause (iii) below): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 A Notes; provided, one- third of that if there are not sufficient funds in the total Note Distribution Account to pay the entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest AccountA Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class A Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsA Notes; (ii) the Noteholders' Principal Distributable Amount, to be distributed Amount in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (53) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (64) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (75) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) iii) accrued and unpaid interest on the Class B Notes; and (iv) the Noteholders' Principal Distributable Amount (less any portion thereof distributed on such Distribution Date pursuant to clause (ii) above) to the Holders of the Class A-6 Notes on account of principal B Noteholders until the Outstanding Amount of the Class A-6 B Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or and the Indenture Trustee, as applicable, Seller to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and and/or the Certificateholders, as applicable, the Trust Accounts as provided in Section 5.01 Sections 5.1 and 5.6 of the Transfer Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to Before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts the Servicer and the Seller are required to be deposited in deposit the Note Total Distribution Account Amount with respect to the preceding Collection Period in the Collection Account pursuant to Sections 5.06 5.2 and 5.07 5.4 of the Transfer Sale and Servicing Agreement will be transferred Agreement. On each Deposit Date, the Indenture Trustee shall withdraw the Reserve Account Transfer Amount for the related Distribution Date from the applicable Trust Reserve Account and deposit it in the Collection Account in accordance with Section 5.5(b) of the Sale and Servicing Agreement. On or before each Distribution Date, the Indenture Trustee or the Paying Agent on behalf of the Indenture Trustee shall transfer the Noteholders' Distributable Amount for such Distribution Date from the Collection Account to the Note Distribution AccountAccount in accordance with Section 5.5(c) of the Sale and Servicing Agreement. (c) On Not later than 12:00 noon, New York City time, on each Monthly Payment Date and Redemption Distribution Date, the Indenture Trustee or the Paying Agent on behalf of the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such the [Class of Notes shall be distributed A] Notes; provided that if there are not sufficient funds in the Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the [Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest AccountA] Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the payment of such interest on the [Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class A] Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such the [Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsA] Notes; (ii) the Noteholders' Principal Distributable Amountunless otherwise provided in clause (viii) below, to be distributed in the following order of priority in each case to the extent of the remaining amounts accrued and unpaid interest on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zeroB Notes; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Indenture Trustee shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, maintain in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Insurer, the Trust Accounts as provided in Section 5.01 4.01 of the Transfer Sale and Servicing Agreement. (b) Collections On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw from the Collection Account an amount equal to the amount of Available Funds avail able with respect to such Distribution Date and deposit such amount into the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account Payment Account, as provided in Sections 5.02 and 5.05 Section 4.03(a) of the Transfer Sale and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required the Indenture Trustee will apply the Available Funds available with respect to be deposited in the related Collection Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Insured Payment, to make the deposits to the Note Distribution Account with respect to the preceding Collection Period required pursuant to Sections 5.06 and 5.07 Section 4.03(a) of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On each Monthly Payment Distribution Date and the Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment such Distribution Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and Noteholders in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) to the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for Holders of each Class of Notes, other than on a pro rata basis, the Note Interest Distributable Amount for such Distribution Date; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class A-9 of Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such ClassClass of Notes, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case Amount to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals Outstanding Principal Amount of a higher priority:such Class of Notes; (1iii) to the Holders of the Class A-1 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the Outstanding Principal Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Principal Amount of the Class A-2 Notes is reduced to zero; (5v) to the Holders of the Class A-3 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii) and (iv) above), until the Outstanding Principal Amount of the Class A-3 Notes is reduced to zero;; and (6vi) to the Holders of the Class A-4 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii), (iii), (iv) and (v) above), until the Outstanding Principal Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;. (d) On each Quarterly Payment Date The Indenture Trustee shall make claims under the Insurance Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Insurance Policy. In making any Redemption Datesuch claim, (i) the Indenture Trustee will withdraw shall comply with all the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) terms and conditions of the Transfer and Servicing Agreement]) and will distribute such amount as interest to Insurance Policy. Upon receipt of the Class A-9 Noteholders and (ii) Insured Payment, the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will shall distribute such amount, Insured Payment as a distribution on account part of principal, to the Class A-9 NoteholdersNote Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and CertificateholdersNoteholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7, 2.8.1 and 2.8.2 of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.2 or Section 5.4(b)): (i) the Class A Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, A Noteholders in an amount equal to the accrued and unpaid interest on each such the Notes at the respective Class of Notes shall be distributed A Note Rates; provided that if there are not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 A Notes at the respective Class A Note Rates, the amounts so received shall be applied to the payment of such interest on the Class A Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Class B Noteholders' Interest Distribution Amount, to the Class B Noteholders in an amount equal to the accrued and unpaid interest on the Notes at the Class B Note Rate; provided that if there are not sufficient funds received to pay the entire amount of accrued and unpaid interest then due on the Class B Notes at the Class B Note Rate, the amounts so received shall be applied to the payment of such interest on the Class B Notes on a pro rata basis; (iii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ];on a pro rata basis; and (3iv) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders' Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; and (5v) Noteholders' Principal Distribution Amount, to the Holders Noteholders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero;; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-3 Notes, the amounts so received shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; and (6vi) the Noteholders' Principal Distribution Amount, to the Holders Noteholders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) ; provided, that if there are not sufficient funds received to pay the Holders Outstanding Amount of the Class A-5 A-4 Notes, the amounts so received shall be applied to the payment of principal on the Class A-4 Notes on account a pro rata basis; and (vii) the Noteholders' Principal Distribution Amount, to the Noteholders of principal the Class B Notes until the Outstanding Amount of the Class A-5 B Notes is reduced to zero; (8) ; provided, that if there are not sufficient funds received to the Holders of the Class A-6 Notes on account of principal until pay the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) B Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-7 B Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Noteholders' Distribution Amount and any Note Distribution Account Interest Carryover, if any, with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7 and 2.8 of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal principal, interest and interest (including any premium) Note Interest Carryover in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, Noteholders in an amount equal to the accrued and unpaid interest on each such Class of the Notes shall be distributed at the respective Note Rates; provided that if there are not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes at the respective Note Rates, the amounts so received shall be applied to the payment of such interest on the Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ]on a pro rata basis; (3iii) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders' Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; (5iv) the Noteholders' Principal Distribution Amount, to the Holders Noteholders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) ; provided, that if there are not sufficient funds received to the Holders of the Class A-4 Notes on account of principal until pay the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) A-3 Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-5 A-3 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date)pro rata basis; and (12v) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], orNote Interest Carryover, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ]any, to the Holders of Noteholders; provided that if insufficient funds are received to pay the Class A-10 Notes on account of principal until entire Note Interest Carryover, the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable amounts so received shall be applied to the Servicer pursuant to Section 5.01(b) payment of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount Note Interest Carryover on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholderspro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, -------------- the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and CertificateholdersNoteholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7, 2.8.1 and 2.8.2 of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.2 or Section 5.4(b)): (i) the Class A Noteholders' Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, A Noteholders in an amount equal to the accrued and unpaid interest on each such the Notes at the respective Class of Notes shall be distributed A Note Rates; provided that if there are not -------- sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 A Notes at the respective Class A Note Rates, the amounts so received shall be applied to the payment of such interest on the Class A Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Class B Noteholders' Interest Distribution Amount, to the Class B Noteholders in an amount equal to the accrued and unpaid interest on the Notes at the Class B Note Rate; provided that if there are not sufficient funds -------- received to pay the entire amount of accrued and unpaid interest then due on the Class B Notes at the Class B Note Rate, the amounts so received shall be applied to the payment of such interest on the Class B Notes on a pro rata basis; (iii) the Noteholders' Principal Distributable Distribution Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ];on a pro rata basis; and (3iv) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders' Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis; and (5v) the Noteholders' Principal Distribution Amount, to the Holders Noteholders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero;; provided, that if there are not sufficient funds received to pay the Outstanding Amount of the Class A-3 Notes, the amounts so received shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; and (6vi) the Noteholders' Principal Distribution Amount, to the Holders Noteholders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) ; provided, that if there are not sufficient funds received to pay the Holders Outstanding Amount of the Class A-5 A-4 Notes, the amounts so received shall be applied to the payment of principal on the Class A-4 Notes on account a pro rata basis; and (vii) the Noteholders' Principal Distribution Amount, to the Noteholders of principal the Class B Notes until the Outstanding Amount of the Class A-5 B Notes is reduced to zero; (8) ; provided, that if there are not sufficient funds received to the Holders of the Class A-6 Notes on account of principal until pay the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) B Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-7 B Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Insurer, or in the name of the Trust Agent, for the benefit of the Certificateholders and the Insurer, the Trust Accounts as provided in Section 5.01 4.01 of the Transfer Sale and Servicing Agreement. (b) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Servicer shall cause funds to be withdrawn from the Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account Payment Account, as provided in Sections 5.02 and 5.05 Section 4.02(e) of the Transfer Sale and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required the Indenture Trustee will apply the Net Collections available with respect to be deposited in the related Collection Period, together with amounts, if any, withdrawn from the Spread Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution Account with respect to the preceding Collection Period required pursuant to Sections 5.06 and 5.07 Section 4.03(a) of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On each Monthly Payment Date and Redemption Distribution Date, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment such Distribution Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and Noteholders in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) to the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for Holders of each Class of Notes, other than the Note Interest Distributable Amount for such Distribution Date, pro rata; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class A-9 of Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such ClassClass of Notes, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case Amount to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals Outstanding Amount of a higher priority:such Class of Notes; (1iii) to the Holders of the Class A-1 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the Outstanding Amount of the Class A-1 Notes is reduced to zero;; and (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;. (d) On each Quarterly Payment Date The Indenture Trustee shall make claims under the Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Policy. In making any Redemption Datesuch claim, (i) the Indenture Trustee will withdraw shall comply with all the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) terms and conditions of the Transfer and Servicing Agreement]) and will distribute such amount as interest to Policy. Upon receipt of the Class A-9 Noteholders and (ii) Policy Claim Amount, the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will shall distribute such amount, Policy Claim Amount as a distribution on account part of principal, the Note Distributable Amount under this Indenture to the Class A-9 Noteholdersextent such Policy Claim Amount relates to the Notes and as part of the Certificate Distributable Amount under the Sale and Servicing Agreement to the extent such Policy Claim Amount relates to the Certificates.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Swap Counterparty, the Trust Accounts as provided in Section 5.01 2(c) of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Monthly Payment Date and Quarterly Payment Date, all Monthly Available Funds with respect to the Receivables and other amounts preceding Monthly Collection Period (or in the case of a Quarterly Payment Date, Available Funds with respect to each the preceding Collection Period Period) will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 4.01 of the Transfer and Servicing Agreement. On each Monthly Quarterly Payment Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement such Quarterly Payment Date will be transferred distributed from the applicable Trust Collection Account and from the Reserve Account to the Note Distribution AccountIndenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Sections 2(d)(v)(C) and 2(e)(iv)(C) of the Administration Agreement. On each Quarterly Payment Date, the Reserve Account Excess for such Quarterly Payment Date will be distributed to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in clauses (b)(ii), b(iii) and (b)(iv) of Section 2(e)(ii) of the Administration Agreement (and in the case of clause (b)(iv) whether allocated thereto pursuant to the proviso to Section 2(e)(ii)(a) or pursuant to Section 2(e)(ii)(b)). On the Quarterly Payment Date referred to in Section 10.01(a) (ii) with respect to a redemption pursuant to Section 10.01(a) (ii), the amount on deposit in the Collateral Reinvestment Account on such Quarterly Payment Date will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 2(f)(ii) of the Administration Agreement. On the Quarterly Payment Date referred to in Section 10.01(a)(i), the amount on deposit in the Prefunding Account (if such amount is greater than $10 million) will be distributed therefrom to the Indenture Trustee (or other Paying Agent) on behalf of the Noteholders as provided in Section 2(k) of the Administration Agreement. (c) On each Monthly Quarterly Payment Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts on deposit in received by it from the Note Distribution Collection Account and the Reserve Account pursuant to the second sentence of paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including to any premium) Swap Counterparties in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Class A-1 Noteholders' Interest Distributable Amount Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amounts, if any, and the remainder of any Termination Payment (to be distributed the extent the remainder of such Termination Payment is owed to any Swap Counterparties following a Redemption Event (as follows: for each Nonquarterly Payment Date (defined in any related Swap Agreement) or a default by the Trust under any Swap Agreements other than an Event of Default by the Trust specified in (x) Section 5(a)(i) of any Redemption DateSwap Agreements or (y) 5(a)(ix) of any Swap Agreements unless an Event of Default has occurred, the Notes have been accelerated and such acceleration has been waived), (1) for each Class of Notes, other than to the Class A-9 NotesA-1 Noteholders, accrued the Class A-2 Noteholders and unpaid interest on each such any Swap Counterparties, respectively; provided, however, that if there are not sufficient funds to pay the Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Trust Swap Payment Amounts, if any, and the remainder of Notes any Termination Payment, the amounts so received shall be distributed applied to the Holders of Notes payment of such Class and (2) for A-1 Noteholders' Interest Distribution Amount, the Class A-9 NotesA-2 Noteholders' Interest Distribution Amount, one- third the Trust Swap Payment Amounts, if any, and the remainder of the total amount of accrued and unpaid interest that will be due any Termination Payment, on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata basis based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) reserved; (iii) the Subordinate Noteholders' Interest Distribution Amount, to the Subordinate Noteholders; (iv) if the Revolving Period has terminated, the Senior Noteholders' Principal Distributable Distribution Amount, to the Senior Noteholders (such amount to be distributed allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding Amount of the Senior Notes is reduced to zero; and (v) after the Outstanding principal amount of the Senior Notes is reduced to zero, the Subordinate Noteholders' Principal Distribution Amount to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero. (d) On each Quarterly Payment Date, the Indenture Trustee (or any Paying Agent) shall distribute all amounts received by it on behalf of Noteholders and to any Swap Counterparties in respect of Reserve Account Excess pursuant to the third to the last sentence of paragraph (b) above in the following amounts and order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1i) reserved; (ii) if the Revolving Period has terminated, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period (only until the Outstanding principal amount of the Senior Notes is reduced to zero); (iii) if the Revolving Period has terminated, and the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is equal to the Pool Balance as of the close of business on the last day of the related Collection Period; (iv) commencing on the April 2010 Quarterly Payment Date, any remaining such amounts to Senior Noteholders (such amounts to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; (v) commencing on the April 2010 Quarterly Payment Date, any remaining such amounts, after the Outstanding principal amount of the Senior Notes is reduced to zero, to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero; (vi) Reserved (vii) Reserved; and (viii) to any Swap Counterparties, all Termination Payments due under the related Swap Agreement, to the extent that any Swap Counterparty is the Defaulting Party (as such term is defined in the related Swap Agreement), the Early Termination Date (as such term is defined therein) arises from a Termination Event (other than an Additional Termination Event (as defined in any Swap Agreements) in respect of a Redemption Event (as defined in any Swap Agreements)) or the Trust is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of any Swap Agreements (exclusive of any Trust Swap Payment Amount paid pursuant to Clause SECOND of Section 5.04 (b) hereof). (e) On the Quarterly Payment Date referred to in Section 10.01(a)(ii) with respect to redemption pursuant to Section 10.01(a)(ii), the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it from the Collateral Reinvestment Account pursuant to the last sentence of Section (b) above in the following amounts and order of priority: (i) to the Holders related Swap Counterparty, an amount equal to any related unpaid Net Trust Swap Payment Carryover Shortfalls; (ii) after any related Net Trust Swap Payment Carryover Shortfalls have been paid to the related Swap Counterparty, any remaining such amounts to the Senior Noteholders (such amount to be allocated among the Senior Noteholders as provided in Section 8.02(f)) until the Outstanding principal amount of the Senior Notes is reduced to zero; and (iii) after the Outstanding principal amount of the Senior Notes is reduced to zero, any remaining such amounts to the Subordinate Noteholders until the Outstanding principal amount of the Subordinate Notes is reduced to zero. (f) Amounts payable to Senior Noteholders as provided in Sections 8.02(c)(iv), 8.02(d)(ii) and 8.02(e)(ii) shall be payable in the following amounts and order of priority: (i) to the Class A-1 Noteholders in an amount necessary to reduce the Outstanding principal amount of the Class A-1 Notes on account of principal until to zero; and (ii) after the Outstanding Amount principal amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal A-2 Noteholders until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount amount of the Class A-2 Notes is reduced to zero; (5) to the Holders ; provided, however, that from and after any acceleration of the Class A-3 Notes on account following an Event of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zeroDefault, such Outstanding Amount to amounts shall be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits payable to the Class A-9 Principal Account since A-1 Noteholders and the preceding Quarterly Payment Date); andClass A-2 Noteholders pro rata. (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (dg) On each the Quarterly Payment Date and any Redemption Datereferred to in Section 10.01(a)(i) with respect to redemption pursuant to Section 10.01(a)(i), (i) the Indenture Trustee will withdraw (or any other Paying Agent) upon the aggregate amount on deposit written direction of the Administrator shall distribute all amounts received by it from the Prefunding Account pursuant to the last sentence of Section (b) above in the following amounts and among the Class A-9 Interest Account A-1 and Class A-2 Noteholders, pro rata, based upon the initial principal balance of each class of Class A-1 and Class A-2 Notes. ([other than h) In the event that any investment income thereon that Swap Counterparty is payable replaced by a successor swap counterparty pursuant to the Servicer pursuant to Section 5.01(b) terms of the Transfer and Servicing any Swap Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) , the Indenture Trustee will withdraw shall pay any amounts owing to such Swap Counterparties in accordance with the aggregate amount on deposit in terms of the Class A-9 Principal Account and will distribute related Swap Agreements at the written direction of such amount, as a distribution on account of principal, to the Class A-9 NoteholdersSwap Counterparties.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Distribution Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections Section 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Collection Account and/or the Reserve Account to the Note Distribution Account. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b); provided that if any amount withdrawn from the Reserve Account has been allocated to pay interest on the Class B Notes pursuant to clause second of the proviso to Section 5.07(c)(i) of the Sale and Servicing Agreement, then such amount shall be applied pursuant to clause (iii) below): (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 A Notes; provided, one- third of that if there are not sufficient funds in the total Note Distribution Account to pay the entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest AccountA Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class A Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsA Notes; (ii) the Noteholders' Principal Distributable Amount, to be distributed Amount in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (53) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (64) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7iii) accrued and unpaid interest on the Class B Notes; and (iv) the Noteholders' Principal Distributable Amount (less any portion thereof distributed on such Distribution Date pursuant to clause (ii) above) to the Holders of the Class A-5 Notes on account of principal B Noteholders until the Outstanding Amount of the Class A-5 B Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Trustee to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholders, maintain the Trust Accounts as provided in Section 5.01 5.1 of the Transfer and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to each Collection Period will shall be deposited in the Collection Account as provided in Sections 5.02 5.2, 5.05 and 5.05 5.06 of the Transfer and Servicing Agreement. On each Monthly Payment Date, all amounts required to be deposited in the Note Principal Distribution Account with respect to the preceding Collection Period pursuant to Sections Section 5.06 and 5.07 of the Transfer and Servicing Agreement will shall be transferred from the applicable Trust Account to the Note Principal Distribution Account. (c) On each Monthly Payment Date and Redemption DateExcept as set forth under Sections 8.2(f), 8.2(g), 8.2(h), as applicable, the Indenture Trustee shall distribute all make the following deposits and distributions, from amounts on deposit in the Note Distribution Collection Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class Indenture Trustee and Owner Trustee, fees and reasonable expenses (2including indemnification amounts) for the Class A-9 Notesnot previously paid and not to exceed, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsaggregate, $100,000 per annum; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of Servicer, the remaining amounts on deposit in the Note Distribution Account after giving effect to Servicing Fee and all withdrawals of a higher priority: (1) prior unpaid Servicing Fees from prior Collection Periods, and to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], orBack-Up Servicer, if the Outstanding Amount Back-Up Servicer has replaced the initial Servicer or any of its Affiliates as Servicer in accordance with the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) terms of the Transfer and Servicing Agreement], any unpaid transition expenses due to the Back-Up Servicer in respect of a transfer of servicing not to exceed in the aggregate, $100,000; (iii) and will distribute such amount as interest to the Class A-9 Noteholders and A Noteholders, (iiA) the Indenture Trustee will withdraw the aggregate amount of interest accrued for the related Interest Accrual Period on deposit in the Class A-9 Principal Account and will distribute such amount, A Notes at their respective Interest Rates on the respective Note Balance of the Class A Notes as a distribution on account of principal, the previous Payment Date after giving effect to all payments of principal to the Class A-9 Noteholders.A Noteholders on such previous Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the accrued Class A Note interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount of interest due on each Class of Class A Notes; and (B) the excess, if any, of the amount of interest payable to the Class A Noteholders on prior Payment Dates over the amounts actually

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and, in the case of the Collection Account and the Reserve Account, the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Transfer Sale and Servicing Agreement. (b) Collections On the day required by Section 5.02 of the Sale and Servicing Agreement, the Total Distribution Amount (net of the Servicing Fee for such Distribution Date and any previously unpaid Servicing Fees and any other distributable amounts that are to be allocated for distribution or release to the Seller) with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections Section 5.02 and 5.05 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Interest Distribution Account and the Principal Distribution Account with respect to the preceding related Collection Period pursuant to Sections Section 5.06 and 5.07 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Collection Account to the Note Interest Distribution Account or the Principal Distribution Account, as applicable. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Interest Distribution Account and the Principal Distribution Account to the Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest interest, respectively (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)): (i) from the Noteholders' Note Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 NotesDistribution Account, accrued and unpaid interest on each such the Class of Notes shall be distributed [A] Notes; provided, that if there are not sufficient funds allocated in the Collection Account for distribution to the Holders of Notes of such Class and (2) for [A] Noteholders to pay the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account[A] Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from deposit in the Note Interest Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class [A] Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts;[A] Notes; and (ii) from the Noteholders' Principal Distributable AmountDistribution Account, to be distributed the First Allocation of Principal, if any, in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 [A-1] Notes on account of principal until the Outstanding Amount of the Class A-1 [A-1] Notes is reduced to zero; (2iii) from the Note Interest Distribution Account, accrued and unpaid interest on the Class [B] Notes; provided, that if there are not sufficient funds allocated in the case Collection Account for distribution to the Class [B] Noteholders to pay the entire amount of this clause accrued and unpaid interest then due on the Class [B] Notes, the amount on deposit in the Note Interest Distribution Account shall be applied to the payment of such interest on the Class [B] Notes pro rata on the basis of the total such interest due on the Class [B] Notes; and (2)iv) from the Principal Distribution Account, only for the Monthly Payment Dates occurring on or after [ ]Second Allocation of Principal, if any, to the Holders of the Class A-10 [B] Notes on account of principal until the Outstanding Amount of the Class A-10 [B] Notes is reduced to $[ ]; zero. After making the distributions from the Collection Account to the Note Interest Distribution Account and the Principal Distribution Account and subject to Section 8.04, the Indenture Trustee shall make the distributions from the Collection Account and the Principal Distribution Account, as applicable, if any, to the Certificateholders, the Indenture Trustee, the Owner Trustee and National City Bank called for pursuant to Sections 5.06(b)(iv), (3v), (ix) and (x) of the Sale and Servicing Agreement; provided that if the Owner Trustee has removed the Indenture Trustee as the paying agent for the Issuer, the Indenture Trustee shall distribute such amounts to the paying agent for the Issuer as instructed by the Owner Trustee. Notwithstanding any other provision of this Article VIII, and subject to Section 5.04(b), (A) following the occurrence and during the continuation of an Event of Default specified in Section 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) which has resulted in an acceleration of the Notes (or following the occurrence of any such event after an Event of Default specified in Section 5.01(iii) has occurred and the Notes have been accelerated), the Servicer shall instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the application of clause (i) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Class [A] Notes to zero, (B) following the occurrence and during the continuation of an Event of Default specified in Section 5.01(iii), which has resulted in an acceleration of the Notes, the Servicer shall instruct the Indenture Trustee to transfer the funds on deposit in the Collection Account remaining after the application of clauses (i), (ii) and (iii) above to the Principal Distribution Account to the extent necessary to reduce the principal amount of all the Notes to zero, and (C) in the case of this an event described in clause (3A) or (B), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account Certificateholders will not receive any distributions of principal or interest until the Outstanding Amount of principal amount and accrued interest on all the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) paid in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholdersfull.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Certificateholder, the Trust Accounts Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Capitalized Interest Account as provided in Section 5.01 7.01 of the Transfer Sale and Servicing Agreement. (b) Collections with respect to the Receivables and other amounts with respect to On or before each Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 of the Transfer and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required to be deposited in disbursed to the Note Distribution Account Indenture Trustee with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 Section 7.05 of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Collection Account (and, if applicable, the Reserve Fund) and deposited by the Indenture Trustee upon receipt to the Note Distribution Account. (c) On each Monthly Payment Date and Redemption Distribution Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts as follows and in the following order of priority (except priority: FIRST, so much of such installment or payment as otherwise provided shall be required to pay in Section 5.04(b)): (i) full the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class aggregate amount of Notes, other than interest then due on or in respect of the Class A-9 Notes, accrued and unpaid interest on each such Class of A Notes shall be distributed to the Holders Class A Noteholders ratably, without priority of Notes any one Class A Note over any other Class A Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class A Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class A Notes; SECOND, so much of such Class and (2) for installment or payment as shall be required to pay in full the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the aggregate amount of interest then due to be distributed on (or deposited with in respect to) each such of the Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of B Notes shall be distributed to the Holders Class B Noteholders ratably, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class B Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class B Notes; THIRD, so much of such Class, but for installment or payment as shall be required to pay in full the aggregate amount of interest then due on or in respect of the Class A-9 C Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 C Noteholders ratably, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based C Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class C Notes; FOURTH, so much of such installment or payment as shall be required to pay in full the ratio for each Class of (x) the aggregate amount of interest then due to be distributed on each such Class (but or in the case respect of the Class A-9 D Notes only the amount to shall be distributed from to the Class D Noteholders ratably, without priority of any one Class D Note Distribution Account over any other Class D Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on such Quarterly Payment Date) each Class D Note bears to (y) the total aggregate amount of all accrued but unpaid interest to the date of distribution on all Class D Notes; FIFTH, the balance, if any, of such amounts; (ii) the Noteholders' Principal Distributable Amount, to installment or payment remaining thereafter shall be distributed in the following order of priority in each case ratably to the extent of Class A-1 Noteholders to pay in full the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders aggregate amount of the Class A-1 Principal Payment then due pursuant to or in respect of the Class A-1 Notes, without priority of any one Class A-1 Note over any other Class A-1 Note, in the proportion that the aggregate unpaid principal amount of each Class A-1 Note bears to the aggregate unpaid principal amount of all Class A-1 Notes; SIXTH, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class A-2 Noteholders to pay in full the aggregate amount of the Class A-2 Principal Payment then due pursuant to or in respect of the Class A-2 Notes, without priority of any one Class A-2 Note over any other Class A-2 Note, in the proportion that the aggregate unpaid principal amount of each Class A-2 Note bears to the aggregate unpaid principal amount of all Class A-2 Notes; SEVENTH, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class A-3 Noteholders to pay in full the aggregate amount of the Class A-3 Principal Payment then due pursuant to or in respect of the Class A-3 Notes, without priority of any one Class A-3 Note over any other Class A-3 Note, in the proportion that the aggregate unpaid principal amount of each Class A-3 Note bears to the aggregate unpaid principal amount of all Class A-2 Notes; EIGHTH, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class A-4 Noteholders to pay in full the aggregate amount of the Class A-4 Principal Payment then due pursuant to or in respect of the Class A-4 Notes, without priority of any one Class A-4 Note over any other Class A-4 Note, in the proportion that the aggregate unpaid principal amount of each Class A-4 Note bears to the aggregate unpaid principal amount of all Class A-4 Notes on account NINTH, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class B Noteholders to pay in full the aggregate amount of the Class B Principal Payment then due pursuant to or in respect of the Class B Notes, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate unpaid principal amount of each Class B Note bears to the aggregate unpaid principal amount of all Class B Notes; TENTH, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class C Noteholders to pay in full the aggregate amount of the Class C Principal Payment then due pursuant to or in respect of the Class C Notes, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate unpaid principal amount of each Class C Note bears to the aggregate unpaid principal amount of all Class C Notes; ELEVENTH, the balance, if any, of such installment or payment remaining thereafter shall be distributed ratably to the Class D Noteholders to pay in full the aggregate amount of the Class D Principal Payment then due pursuant to or in respect of the Class D Notes, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate unpaid principal amount of each Class C Note bears to the aggregate unpaid principal amount of all Class D Notes; and TWELFTH, the aggregate amount of Additional Principal, if any, of such installment or payment remaining thereafter shall be paid, to the Class A Notes sequentially until the Outstanding Principal Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 A Notes has been reduced to $[ ] or lesszero, occurring prior to [ ], then to the Holders of the Class A-10 B Notes on account of principal until the Outstanding Principal Amount of the Class A-10 B Notes is has been reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest then to the Class A-9 Noteholders and (ii) C Notes until the Indenture Trustee will withdraw the aggregate amount on deposit in Principal Amount of the Class A-9 Principal Account C Notes has been reduced to zero, and will distribute such amount, as a distribution on account of principal, then to the Class A-9 NoteholdersD Notes until the Principal Amount of the Class D Notes has been reduced to zero.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAccount as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.4(b)): (i) the Noteholders' Class A Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Class A Notes; provided, other than that if there are not sufficient funds in the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed Note Distribution Account to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Accountsuch Notes, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class Notes pro rata based on the ratio for each Class basis of (x) the amount of total such interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsNotes; (ii) the Class B Noteholders' Interest Distributable Amount; (iii) the Class Principal Distributable Amount for each Class of Class A Notes in the following priority: X-0 Xxxxx, X-0 Xxxxx, X-0 Notes and A-4 Notes (provided that after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to this clause (iv) shall be paid to all Holders of Class A Notes ratably according to the amounts due and payable on the Class A Notes for principal until paid in full); (iv) the Class B Noteholders' Monthly Principal Distributable Amount, to be distributed in the following order of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12v) in the case of this clause (12)thereafter, only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], any excess shall be deposited to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 NoteholdersCertificate Distribution Account.

Trust Accounts. (a) On or prior to before the Closing Date, the Issuer Trustee shall cause establish the Servicer or the Indenture Trustee, as applicable, to establish and maintain, Collection Account in the name of the Indenture Trustee, Trustee for the benefit of the applicable Noteholders and Certificateholders, . The Trustee is hereby required to ensure that each of the Trust Accounts is established and maintained as provided an Eligible Account. (b) The Trustee shall deposit (or the Servicer shall deposit, with respect to payments by or on behalf of the Obligors and Net Liquidation Proceeds received directly by the Servicer), without deposit into any intervening account, into the Collection Account as promptly as practical (but in Section any case not later than the second Business Day following the receipt thereof): (i) All payments on the Contracts (as well as Late Payment Penalty Fees and Extension Fees) received by the Servicer on or after the Cutoff Date (which for the purpose of this paragraph (b)(i) shall include those monies deposited in the Lockbox Account allocable to principal and interest on the Contracts); (ii) All Net Liquidation Proceeds related to the Contracts; (iii) The aggregate of the Repurchase Prices for Contracts repurchased by the Depositor as described in SECTION 9.06 which amounts shall be funded with amounts coming from the Seller pursuant to SECTION 5.01 of the Transfer and Servicing AgreementSale Agreement or from the Performance Guarantor pursuant to the Performance Guarantee; (iv) The aggregate of the Repurchase Prices for Contracts purchased by the Servicer as described in SECTION 5.06(f); (v) All Advances made by the Servicer pursuant to SECTION 9.03; (vi) All amounts paid by the Seller in connection with an optional repurchase of the Contracts described in SECTION 9.07; (vii) All amounts received in respect of interest, dividends, gains, income and earnings on investments of funds in the Collection Account as contemplated herein. (bc) Collections with respect If the Servicer so directs, in writing, the Trustee shall in its capacity as Trustee hereunder, invest the amounts in the Collection Account in Eligible Investments that mature not later than one Business Day prior to the Receivables and other amounts with respect to each Collection Period will next succeeding Distribution Date. Once such funds are invested, the Trustee shall not change the investment of such funds. Any loss on such investments shall be deposited in the Collection Account by the Servicer out of its own funds immediately as provided realized. Funds in Sections 5.02 and 5.05 the Collection Account not so invested must be insured to the extent permitted by law by the Bank Insurance Fund or the Savings Association Insurance Fund of the Transfer Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Trustee may purchase an Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Trustee shall have sole control over each such investment and Servicing Agreementthe income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Trustee or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Trustee in a manner which complies with this SECTION 5.05(c). On each Monthly Payment DateAll interest, all amounts required to dividends, gains upon sale and other income from, or earnings on, investments of funds in the Collection Account shall be deposited in the Note Distribution Collection Account with respect to the preceding Collection Period pursuant to Sections 5.06 SECTION 5.05(b) and 5.07 distributed on the next Distribution Date pursuant to SECTION 9.04(b). The Depositor and the Trustee agree and acknowledge that the Trustee is to have "CONTROL" (within the meaning of Section 8-102 of the Transfer and Servicing Agreement will be transferred from UCC as enacted in Illinois) of collateral comprised of "INVESTMENT PROPERTY" (within the applicable Trust Account to meaning of Section 9-115 of the Note Distribution AccountUCC as enacted in Illinois) for all purposes of this Agreement. (cd) On each Monthly Payment Date Notwithstanding anything to the contrary herein, the Servicer may remit payments on the Contracts and Redemption Net Liquidation Proceeds to the Collection Account in next-day funds or immediately available funds no later than ____ a.m., Central time, on the Business Day prior to the next succeeding Distribution Date, but only for so long as (a)(i) the Indenture Trustee short-term certificate of deposit ratings of the Servicer are at least P-1 by Xxxxx'x and "A-1" by Standard & Poor's or (ii) the Rating Agency shall distribute all amounts on deposit have notified the Servicer and the Trustee, in writing, that monthly remittances of collections will not result in reduction or withdrawal of any then outstanding rating of any outstanding Note or Certificate and (b) the Note Distribution Account to Noteholders Servicer is Premier Auto Finance, Inc. (e) The Servicer shall apply collections received in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except a Contract as otherwise provided in Section 5.04(b)):follows: (i) First, to reimburse any outstanding Advances made by the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited Servicer with respect to) each to such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsContract; (ii) the Noteholders' Principal Distributable AmountSecond, to be distributed in the following order interest accrued on such Contract as of priority in each case such date and then to principal to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zerodue and owing under such Contract; (2iii) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ]Third, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; pay any unpaid late charges or extension fees (3if any) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) to the Holders of the Class A-3 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing due and owing under such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date)Contract; and (12iv) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ]Fourth, to prepay the Holders principal of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;such Contract. (df) On each Quarterly Payment Date and The Servicer will, from time to time as provided herein, be permitted to withdraw from the Collection Account any Redemption Dateamount deposited therein that, (i) based on the Indenture Trustee will withdraw the aggregate amount on deposit Servicer's good-faith determination, was deposited in the Class A-9 Interest Account ([other than any investment income thereon that is payable error or required to be repaid to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholdersrelated Obligor.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintainestablish, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Transfer Sale and Servicing Agreement. (b) Collections On or before each Payment Date, the Total Distribution Amount with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 5.2 of the Transfer Sale and Servicing Agreement. On or before each Monthly Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred from the applicable Trust Collection Account and/or the Reserve Account to the Note Distribution AccountAccount as provided in Sections 5.1 and 5.5 of the Sale and Servicing Agreement. (c) On each Monthly Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority [(except as otherwise provided in Section 5.04(b5.4(b)):] (i) the Noteholders' Interest Distributable Amount to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such the Notes (A) in the Class of Notes shall be distributed A-1 Noteholders' Interest Distributable Amount, to the Holders of Notes of such Class A-1 Noteholders, and (2B) for in the Class A-9 NotesA-2 Noteholders' Interest Distributable Amount, one- third of to the total Class A-2 Noteholders, provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest that will be then due on the Class A-9 Notes on for the next Quarterly related Payment Date will be deposited into the Class A-9 Interest AccountDate, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from in the Note Distribution Account shall be reduced by the amount to be distributed applied to the Class A-9 Noteholders payment of such interest on each class of the Notes pro rata on the basis of the total amount of such interest due on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in class of Notes for such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order payment of priority in each case to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals of a higher priority: (1) principal to the Holders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero;zero provided that if there are not sufficient funds in the Note Distribution Account to pay in full the principal amount of the outstanding Class A-1 Notes, the amounts in the Note Distribution Account shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; and (2iii) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account payment of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) zero provided that if there are not sufficient funds in the Note Distribution Account to pay in full the principal amount of the outstanding Class A-2 Notes, the amounts in the Note Distribution Account shall be applied to the Holders payment of principal on the Class A-3 A-2 Notes on account of principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (6) to the Holders of the Class A-4 Notes on account of principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholderspro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 2.3 of the Transfer and Servicing Administration Agreement. (b) Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to the Receivables and other amounts with respect to each preceding Collection Period will be deposited in the Collection Account as provided in Sections 5.02 and 5.05 Section 2.4 of the Transfer and Servicing Administration Agreement. On or before each Monthly Payment Distribution Date, all amounts required to be deposited in the Note Noteholders’ Distribution Account Amount with respect to the preceding Collection Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing Agreement will be transferred distributed from the applicable Collection Account and any other Trust Account to the Note Distribution AccountIndenture Trustee (or any other Paying Agent) on behalf of the Noteholders as provided in Sections 2.7, 2.8.___and 2.8.___of the Administration Agreement. (c) On each Monthly Payment Distribution Date and Redemption Date, the Indenture Trustee (or any other Paying Agent) shall distribute all amounts received by it on deposit in the Note Distribution Account behalf of Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment Date shall make the deposits provided for below) to the extent of amounts due and unpaid payable on the Notes for principal and interest (including any premium) in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b5.2 or Section 5.4(b)): (i) the Class A Noteholders' ’ Interest Distributable Amount Distribution Amount, to be distributed as follows: for each Nonquarterly Payment Date (other than any Redemption Date), (1) for each Class of Notes, other than the Class A-9 Notes, A Noteholders in an amount equal to the accrued and unpaid interest on each such the Notes at the respective Class of Notes shall be distributed A Note Rates; provided that if there are not sufficient funds received to pay the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total entire amount of accrued and unpaid interest that will be then due on the Class A-9 A Notes at the respective Class A Note Rates, the amounts so received shall be applied to the payment of such interest on the Class A Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class a pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such Class, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amountsbasis; (ii) the Class B Noteholders' Principal Distributable ’ Interest Distribution Amount, to be distributed the Class B Noteholders in the following order of priority in each case an amount equal to the extent accrued and unpaid interest on the Notes at the Class B Note Rate; provided that if there are not sufficient funds received to pay the entire amount of accrued and unpaid interest then due on the remaining Class B Notes at the Class B Note Rate, the amounts so received shall be applied to the payment of such interest on deposit in the Note Distribution Account after giving effect to all withdrawals of Class B Notes on a higher priority:pro rata basis; (1iii) the Noteholders’ Principal Distribution Amount, to the Holders Noteholders of the Class A-1 Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2); provided, only for the Monthly Payment Dates occurring on or after [ ], that if there are not sufficient funds received to the Holders of the Class A-10 Notes on account of principal until pay the Outstanding Amount of the Class A-10 A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes is reduced to $[ ];on a pro rata basis; and (3iv) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ]Noteholders’ Principal Distribution Amount, to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4) to the Holders Noteholders of the Class A-2 Notes on account of principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5) ; provided, that if there are not sufficient funds received to pay the Holders Outstanding Amount of the Class A-3 A-2 Notes, the amounts so received shall be applied to the payment of principal on the Class A-2 Notes on account a pro rata basis; and (v) the Noteholders’ Principal Distribution Amount, to the Noteholders of principal the Class B Notes until the Outstanding Amount of the Class A-3 B Notes is reduced to zero; (6) ; provided, that if there are not sufficient funds received to the Holders of the Class A-4 Notes on account of principal until pay the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) B Notes, the amounts so received shall be applied to the Holders payment of principal on the Class A-5 B Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (d) On each Quarterly Payment Date and any Redemption Date, (i) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) of the Transfer and Servicing Agreement]) and will distribute such amount as interest to the Class A-9 Noteholders and (ii) the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will distribute such amount, as a distribution on account of principal, to the Class A-9 Noteholders.pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Indenture Trustee, as applicable, to establish and maintain, in the name of the Indenture Trustee, for the benefit of the applicable Noteholders and Certificateholdersthe Insurer, the Trust Accounts as provided in Section 5.01 4.01 of the Transfer Sale and Servicing Agreement. (b) On the Business Day immediately preceding each Distribution Date, based solely on the Distribution Date Statement, the Servicer shall cause funds to be withdrawn from the Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the Receivables and other amounts with respect to each Collection Period will be deposited in the Collection Account Payment Account, as provided in Sections 5.02 and 5.05 Section 4.02(e) of the Transfer Sale and Servicing Agreement. On each Monthly Payment Distribution Date, all amounts required based solely on the Distribution Date Statement, the Indenture Trustee will apply the Net Collections available with respect to be deposited in the related Collection Period, together with amounts, if any, withdrawn from the Spread Account, the Prefunding Account and the Capitalized Interest Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution Account with respect to the preceding Collection Period required pursuant to Sections 5.06 and 5.07 Section 4.03(a) of the Transfer Sale and Servicing Agreement will be transferred from the applicable Trust Account to the Note Distribution AccountAgreement. (c) On each Monthly Payment Distribution Date, based solely on the Distribution Date and Redemption DateStatement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes (or in the case of the Class A-9 Notes on each Nonquarterly Payment such Distribution Date shall make the deposits provided for below) to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts and Noteholders in the following order of priority (except as otherwise provided in Section 5.04(b)):priority: (i) to the Noteholders' Holders of Class A Notes, the Note Interest Distributable Amount with respect to be distributed as follows: the Class A Notes for each Nonquarterly Payment such Distribution Date, pro rata; (ii) if such Distribution Date (other than any Redemption Date), (1) for each is the Note Final Scheduled Distribution Date with respect to a Class of Notes, other than the Class A-9 Notes, accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of Notes of such Class and (2) for the Class A-9 Notes, one- third of the total amount of accrued and unpaid interest that will be due on the Class A-9 Notes on the next Quarterly Payment Date will be deposited into the Class A-9 Interest Account, with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on (or deposited with respect to) each such Class to (y) the total of such amounts; and for each Quarterly Payment Date and each Redemption Date, for each Class of Notes accrued and unpaid interest on each such Class of Notes shall be distributed to the Holders of such ClassClass of Notes, but for the Class A-9 Notes such amount as distributed from the Note Distribution Account shall be reduced by the amount to be distributed to the Class A-9 Noteholders on such Quarterly Payment Date or Redemption Date from the Class A-9 Interest Account, and with any shortfall in such amounts to be allocated among each Class pro rata based on the ratio for each Class of (x) the amount of interest due to be distributed on each such Class (but in the case of the Class A-9 Notes only the amount to be distributed from the Note Distribution Account on such Quarterly Payment Date) to (y) the total of such amounts; (ii) the Noteholders' Principal Distributable Amount, to be distributed in the following order of priority in each case Amount to the extent of the remaining amounts on deposit in the Note Distribution Account after giving effect to all withdrawals Outstanding Amount of a higher priority:such Class of Notes; (1iii) to the Holders of the Class A-1 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (ii) above), until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) in the case of this clause (2), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to $[ ]; (3) in the case of this clause (3), only for the Monthly Payment Dates occurring on or after [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero; (4iv) to the Holders of the Class A-2 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) and (iii) above), until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (5v) to the Holders of the Class A-3 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) through (iv) above), until the Outstanding Amount of the Class A-3 Notes is reduced to zero;; and (6vi) to the Holders of the Class A-4 Notes on account of principal Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, described in clauses (ii) through (v) above), until the Outstanding Amount of the Class A-4 Notes is reduced to zero; (7) to the Holders of the Class A-5 Notes on account of principal until the Outstanding Amount of the Class A-5 Notes is reduced to zero; (8) to the Holders of the Class A-6 Notes on account of principal until the Outstanding Amount of the Class A-6 Notes is reduced to zero; (9) to the Holders of the Class A-7 Notes on account of principal until the Outstanding Amount of the Class A-7 Notes is reduced to zero; (10) to the Holders of the Class A-8 Notes on account of principal until the Outstanding Amount of the Class A-8 Notes is reduced to zero; (11) to the Holders of the Class A-9 Notes on account of principal (but in the case of a Nonquarterly Payment Date, by depositing such amount into the Class A-9 Principal Account) until the Outstanding Amount of the Class A-9 Notes is reduced to zero, such Outstanding Amount to be determined solely for purposes of this clause (11) by assuming that the Outstanding Amount of the Class A-9 Notes has been reduced by any deposits to the Class A-9 Principal Account since the preceding Quarterly Payment Date); and (12) in the case of this clause (12), only for Monthly Payment Dates occurring prior to [ ], or, if the Outstanding Amount of the Class A-10 Notes has been reduced to $[ ] or less, occurring prior to [ ], to the Holders of the Class A-10 Notes on account of principal until the Outstanding Amount of the Class A-10 Notes is reduced to zero;. (d) On each Quarterly Payment Date The Indenture Trustee shall make claims under the Policy pursuant to Section 4.02(c) of the Sale and Servicing Agreement and in accordance with the Policy. In making any Redemption Datesuch claim, (i) the Indenture Trustee will withdraw shall comply with all the aggregate amount on deposit in the Class A-9 Interest Account ([other than any investment income thereon that is payable to the Servicer pursuant to Section 5.01(b) terms and conditions of the Transfer and Servicing Agreement]) and will distribute such amount as interest to Policy. Upon receipt of the Class A-9 Noteholders and (ii) Policy Claim Amount, the Indenture Trustee will withdraw the aggregate amount on deposit in the Class A-9 Principal Account and will shall distribute such amount, as a distribution on account of principal, Policy Claim Amount to the Class A-9 NoteholdersServicer, the Indenture Trustee, the Owner Trustee, the Trust Agent and, if applicable, the Back-up Servicer, pursuant to the Sale and Servicing Agreement or as part of the Note Distributable Amount under this Indenture.