Common use of Trust Accounts Clause in Contracts

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) 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; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Spread Account, the Prefunding Account and/or and the Spread Capitalized Interest Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03(a) of the Sale and Servicing Agreement. (c) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each the Holders of Class of NoteholdersA Notes, accrued and unpaid interest on the outstanding principal amount of Note Interest Distributable Amount with respect to the related Class of A Notes at the related Interest Ratefor such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes 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; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes 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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes 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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount as part of the Note Policy as described in Section 5.18Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Payment Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 5.3 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution 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 Due Collection Period pursuant will be transferred to Section 5.05 the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement Agreement, and the Turbo Principal Payment Amount as of such Payment Date will be transferred from the Collection Account and/or the Spread Account to the Note Distribution AccountAccount as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement. (c) On each Distribution DatePayment 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 in respect of such Distribution Date to the Noteholders in respect the following amounts and in the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate[Reserved]; (ii) to the Class A-1 Noteholders A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in reduction 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 Outstanding Amount of 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 Notes Noteholders, until the Outstanding Amount principal balance of the Class A-1 Notes is reduced to zero; (iiiB) to the Class A-2 A-2a Noteholders in reduction and the A-2b Noteholders, pro rata based upon the Outstanding principal balance of each of the Outstanding Amount of A-2a Notes and the Class A-2 Notes A-2b Notes, respectively, until the Outstanding Amount principal balance of each of the Class A-2 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 A-3 Noteholders in reduction of the Outstanding Amount of B Noteholders, the Class A-3 Notes until the Outstanding Interest Amount of for the Class A-3 Notes is reduced to zero; andB Notes; (v) to the Class A-4 Noteholders A Noteholders, for payment of principal, in reduction the following order of priority: (A) to the Outstanding Amount of the Class A-4 Notes A-1 Noteholders, until the Outstanding Amount principal balance of the Class 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) If 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 Date 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 will be insufficient are not sufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d)pay the entire amount of accrued and unpaid interest then due on such Notes, the Trustee will make a claim under amount in the Note Policy as described 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 to zero; second to the A-2a Noteholders, the A-2b 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-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 B Noteholders, the Class Interest Amount for the Class B Notes; (v) to the Class B Noteholders, for payment of principal, until the outstanding principal balance of the Class B Notes is reduced to zero; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in Section 5.18the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections Not less than one Business Day prior to each Payment Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders’ Distributable Amount with respect to the preceding Due Collection Period pursuant will be transferred from the Collection Account, and/or the Reserve Account to Section the Note Distribution Account as provided in Sections 5.04 and 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in Section 5.04(b), on each Distribution Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followsin the following amounts and in the following order of priority: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount Outstanding Amount of the related Class each class of Notes at the related applicable Note Interest RateRate (such amount to be applied pro rata on the basis of the total interest due on the Notes); (ii) the Note Monthly Principal Distributable Amount in the following order of priority: (a) to the Class A-1 Noteholders in reduction on account of the Outstanding Amount of the Class A-1 Notes principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero;; and (iiib) to the Class A-2 Noteholders in reduction on account of the Outstanding Amount of the Class A-2 Notes principal until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; and (ivc) to the Class A-3 Noteholders in reduction on account of the Outstanding Amount of the Class A-3 Notes principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (vd) to the Class A-4 Noteholders in reduction on account of the Outstanding Amount of the Class A-4 Notes principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Payment Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 5.3 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution 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 Due Collection Period pursuant will be transferred to Section 5.05 the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement Agreement, and the Turbo Principal Payment Amount as of such Payment Date will be transferred from the Collection Account and/or the Spread Account to the Note Distribution AccountAccount as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement. (c) On each Distribution DatePayment 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 in respect of such Distribution Date to the Noteholders in respect the following amounts and in the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate[Reserved]; (ii) to the Class A-1 Noteholders A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not sufficient funds in reduction 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 Outstanding Amount of 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 Notes Noteholders, until the Outstanding Amount principal balance of the Class A-1 Notes is reduced to zero; (iiiB) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Noteholders, until the Outstanding Amount principal balance of the Class 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; (D) to the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of B Noteholders, the Class A-3 Notes until the Outstanding Interest Amount of for the Class A-3 Notes is reduced to zero; andB Notes; (v) to the Class A-4 Noteholders A Noteholders, for payment of principal, in reduction the following order of priority: (A) to the Outstanding Amount of the Class A-4 Notes A-1 Noteholders, until the Outstanding Amount principal balance of the Class 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; (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) If 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 Date 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 will be insufficient are not sufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d)pay the entire amount of accrued and unpaid interest then due on such Notes, the Trustee will make a claim under amount in the Note Policy as described 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 to zero; second to the 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 A-2 Notes, A-3 Notes and A-4 Notes has been reduced to zero; (iv) to the Class B Noteholders, the Class Interest Amount for the Class B Notes; (v) to the Class B Noteholders, for payment of principal, until the outstanding principal balance of the Class B Notes is reduced to zero; (vi) [Reserved]; and (vii) thereafter, any excess shall be deposited in Section 5.18the Certificate Distribution Account. (f) [Reserved]. (g) [Reserved].

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintainestablish, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Distribution Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 5.2 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Due Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread 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 Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.4(b)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal Notes (A) in the Class A-1 Noteholders' Interest Distributable Amount, to the Class A-1 Noteholders, and (B) in the Class A-2 Noteholders' Interest Distributable Amount, to the 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 then due on the Notes for the related Class Distribution Date, the amount in the Note Distribution Account shall be applied to the 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 class of Notes at the related Interest Ratefor such Distribution Date; (ii) payment of principal to the Class A-1 Noteholders in reduction of the Outstanding Amount Holders of the Class A-1 Notes 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 (iii) payment of principal to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date zero provided that if there will be insufficient are not sufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d)pay in full the principal amount of the outstanding Class A-2 Notes, the Trustee will make a claim under amounts in the Note Policy as described in Section 5.18Distribution Account shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Distribution Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Collection Period pursuant to Section 5.05 Sections 5.06 and 5.07 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Reserve Account to the Note Distribution Account. (c) On each Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes 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 follows:otherwise provided in Section 5.04(b)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal 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 related Class Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes at pro rata on the related Interest Ratebasis of the total such interest due on the Notes; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount 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 (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount 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; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the -------------- Issuer shall cause the Master Servicer Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersNoteholders, the Trust Accounts as provided in Section 5.01 2.3 of the Sale and Servicing Administration Agreement. (b) All Net Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 2.4 of the Sale and Servicing Administration Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Noteholders' Distribution Account Amount with respect to the preceding Due Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred distributed from the Collection Account and/or the Spread 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 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 in respect behalf of such Distribution Date Noteholders pursuant to paragraph (b) above to Noteholders in respect of the Notes to the extent of amounts due and unpaid payable on the Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.2 or Section 5.4(b)): (i) the Class A Noteholders' Interest Distribution Amount, to each the Class of Noteholders, A Noteholders in an amount equal to the accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Raterespective Class A Note Rates; provided that if there are not -------- sufficient funds received to pay the entire amount of accrued and unpaid interest then due on the Class 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 a pro rata basis; (ii) the Class B Noteholders' Interest Distribution Amount, to the Class A-1 B Noteholders in reduction 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 Outstanding Amount 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 Distribution Amount, to the Noteholders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) ; provided, that if there are not sufficient funds received to the Class A-2 Noteholders in reduction of pay the Outstanding Amount of the Class A-1 Notes, the amounts so received shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis; and (iv) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) ; provided, that if there are not sufficient funds received to the Class A-3 Noteholders in reduction of pay the 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 a pro rata basis; and (v) the Noteholders' Principal Distribution Amount, to the Noteholders of the Class B Notes until the Outstanding Amount of the Class A-3 B Notes is reduced to zero; and (v) provided, that if there are not sufficient funds received to the Class A-4 Noteholders in reduction of pay the Outstanding Amount of the Class A-4 Notes until B Notes, the Outstanding Amount amounts so received shall be applied to the payment of principal on the Class A-4 B Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.pro rata basis

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Spread Account, the Prefunding Account and/or and the Spread Capitalized Interest Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03(a) of the Sale and Servicing Agreement. (c) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each the Holders of Class of NoteholdersA Notes, accrued and unpaid interest on the outstanding principal amount of Note Interest Distributable Amount with respect to the related Class of A Notes at the related Interest Ratefor such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes 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; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes 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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes 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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount as part of the Note Policy as described in Section 5.18.Distributable Amount under this Indenture

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Payment Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 5.2 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Due Collection Period pursuant will be transferred to Section 5.05 the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution AccountAgreement. (c) On each Distribution Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.4(b)): (i) to the Class Interest Amount for each Class of NoteholdersClass A Notes; provided, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) 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; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date that if there will be insufficient are not sufficient funds in the Note Distribution Account to make 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; (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 payment required to be made Notes remain outstanding, on and after the Final Scheduled Maturity Date), amounts available for distribution pursuant to Section 8.02(cthis clause (iv) or 8.02(dshall 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, any excess shall be deposited to the Certificate Distribution Account. (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee will make a claim under shall distribute to the Class A-1 Noteholders, from the amount available in the Note Policy Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the Class A-1 Notes as described in Section 5.18of 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 to zero.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Distribution Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 5.2 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Due Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread 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 Distribution Date and Redemption Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.4(b)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) 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; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zeroNotes; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date provided that if there will be insufficient are not sufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d)pay the entire amount of accrued and unpaid interest then due on the Notes, the Trustee will make a claim under amount in the Note Policy as described in Section 5.18Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) to the Holders of the Notes on account of principal until the Outstanding Amount of the Notes is reduced to zero.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Indenture Trustee shall cause the Master Servicer to establish and maintain, maintain in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Indenture Trustee shall withdraw from the Collection Account an amount equal to be deposited in the Note Distribution Account amount of Available Funds available with respect to such Distribution Date and deposit such amount into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.03(a) of the Sale and Servicing Agreement Agreement. On each Distribution Date, the Indenture Trustee will be transferred apply the Available Funds with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Account and/or the Spread Account or representing payment of the Insured Payment, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03(a) of the Sale and Servicing Agreement. (c) On each Distribution Date and the Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to the Holders of each Class of NoteholdersNotes, accrued and unpaid interest on a pro rata basis, the outstanding principal amount of the related Class of Notes at the related Note Interest RateDistributable Amount for such Distribution Date; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Principal Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes 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; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes 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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes 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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Insurance Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Insurance Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Insurance Policy. Upon receipt of the Insured Payment, the Indenture Trustee shall distribute such Insured Payment as part of the Note Policy as described in Section 5.18Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18. (e) Notwithstanding clause (c) above, any Repurchase Premium shall be distributed to Noteholders in accordance with Section 3.10(c) of the Sale and Servicing Agreement.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Spread Account, the Prefunding Account and/or and the Spread Capitalized Interest Account or representing payment of the Insured Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03 of the Sale and Servicing Agreement. (c) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each the Holders of Class of NoteholdersA Notes, accrued and unpaid interest on the outstanding principal amount of Note Interest Distributable Amount with respect to the related Class of A Notes at the related Interest Ratefor such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes 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; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes 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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes 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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Policy. Upon receipt of the Insured Amount, the Indenture Trustee shall distribute such Insured Amount to the Servicer, 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 Policy as described in Section 5.18Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Distribution Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 5.2 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Due Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread 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 Distribution Date and Redemption Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.4(b)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) 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; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zeroNotes; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date PROVIDED that if there will be insufficient are not sufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d)pay the entire amount of accrued and unpaid interest then due on the Notes, the Trustee will make a claim under amount in the Note Policy as described in Section 5.18Distribution Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) to the Holders of the Notes on account of principal until the Outstanding Amount of the Notes is reduced to zero.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 Sections 4.2 and 4.3 of the Sale Pooling and Servicing Agreement. (b) All Net Collections with respect to On or before each Due Period will be deposited in Payment Date, the Collection Account as provided in amount required under Section 5.02 4.8 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale Pooling and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to and deposited in the Note Distribution Account. (c) On each Distribution Payment Date, the Indenture Trustee shall distribute pay all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes (to the extent such amounts have been deposited in the Note Distribution Account as described in Section 4.8 of the Pooling and Servicing Agreement) in the following amounts due and unpaid on in the Notes for principal and interest as followsfollowing order of priority: (i) to each the Class of Noteholders, accrued and unpaid interest on A Noteholders to the outstanding principal amount extent of the related Class of Notes at the related A Interest RateArrearage and Class A Interest Payment Amount for such Payment Date; (ii) to the Class A-1 B Noteholders in reduction of to the Outstanding Amount extent of the Class A-1 Notes until the Outstanding Amount of B Interest Arrearage and the Class A-1 Notes is reduced to zeroB Interest Payment Amount for such Payment Date; (iii) to the Class A-2 A Noteholders in reduction of to the Outstanding Amount extent of the Class A-2 Notes until A Principal Payment Amount for such Payment Date plus any additional amount payable to the Outstanding Amount Holders of the Class A-2 A Notes is reduced to zero;on such Payment Date as described in clause (i) of Section 4.8 in the Pooling and Servicing Agreement; and (iv) to the Class A-3 B Noteholders in reduction of to the Outstanding Amount extent of the Class A-3 Notes until B Principal Payment Amount for such Payment Date (reduced by any amounts payable to the Outstanding Amount Holders of the Class A-3 A Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in clause (i) of Section 5.184.8 in the Pooling and Servicing Agreement). Any payments on the Notes will be made pro rata based upon the outstanding principal balance.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall establish or shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Noteholders, the Insurer and the Certificateholders, as applicable, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections with respect Subject to each Due Period will be deposited in the Collection Account as provided in Section 5.02 5.6 of the Sale and Servicing Agreement. On the Business Day immediately preceding , on each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale Payment Date and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.6): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal 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 the related Class Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the each class of Notes at pro rata on the related Interest Ratebasis 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 Class A-1 Noteholders Remaining Pre-Funding Amount shall be distributed in reduction of accordance with Section 10.1 hereof; (iii) principal to the Outstanding Amount Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iiiiv) principal to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; and (ivv) principal to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.05 of the Sale and Servicing Agreement. (b) All Net Collections Available Monies with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 5.05 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Reserve Account to the Note Distribution Account. (c) On each Distribution Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each the Class of A-1 Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of A-1 Notes at the related Interest Class A-1 Rate and to the Class A-2 Noteholders, accrued and unpaid interest on the outstanding principal amount of the Class A-2 Notes at the Class A-2 Rate; (ii) only to the extent of funds withdrawn from the Pre-Funding Account and deposited in the Note Distribution Account by the Indenture Trustee pursuant to Section 7.07 of the Sale and Servicing Agreement: (A) 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 (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders holders of the Notes and the Certificateholdersholders of the Certificates, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections On or before the Business Day preceding each Distribution Date, all Available Funds with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each 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 Due Collection Period pursuant will be distributed from the Collection Account and any other Trust Account to Section the Indenture 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 will be transferred from the Collection Account and/or the Spread Account to the Note Distribution AccountAgreement. (c) On each 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 in respect holders of such Distribution Date the Notes pursuant to Noteholders in respect paragraph (b) above to the holders of the Notes to the extent of amounts due and unpaid on the Notes for principal principal, interest and interest any Noteholders' Interest Index Carryover in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.04(b)): (i) the Noteholders' Interest Distribution Amount, to each the holders of the Class A-1 Notes and the holders of Noteholders, the Class A-2 Notes in an amount equal to the accrued and unpaid interest on the outstanding principal Notes; provided that if there are not sufficient funds received to pay the entire amount of accrued and unpaid interest then due on the related Class Notes, the amounts so received shall be applied to the payment of such interest on the Notes at the related Interest Rateon a pro rata basis; (ii) the Noteholders' Principal Distribution Amount, to the Class A-1 Noteholders in reduction of the Outstanding Amount holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) , and then to the Class A-2 Noteholders in reduction of the Outstanding Amount holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (viii) the Noteholders' Interest Index Carryover, if any, to the Class A-4 Noteholders in reduction of the Outstanding Amount holders of the Class A-4 A-1 Notes until and the Outstanding Amount holders of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be A-2 Notes; provided that if insufficient funds in are received to pay the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d)entire Noteholders' Interest Index Carryover then outstanding, the Trustee will make amounts so received shall be applied to the payment of such Noteholders' Interest Index Carryover on a claim under the Note Policy as described in Section 5.18pro rata basis.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Spread Account, the Prefunding Account and/or and the Spread Capitalized Interest Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03(a) of the Sale and Servicing Agreement. (c) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each the Holders of Class of NoteholdersA Notes, accrued and unpaid interest on the outstanding principal amount of Note Interest Distributable Amount with respect to the related Class of A Notes at the related Interest Ratefor such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes Notes, the remaining Note Principal Distributable Amount (after giving effect to the payments, if any, -45- 51 described in clauses (ii) and (iii) above), until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes 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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes 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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount as part of the Note Policy as described in Section 5.18Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Spread Account, the Prefunding Account and/or and the Spread Capitalized Interest Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03(a) of the Sale and Servicing Agreement. (c) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each the Holders of Class of NoteholdersA Notes, accrued and unpaid interest on the outstanding principal amount of Note Interest Distributable Amount with respect to the related Class of A Notes at the related Interest Ratefor such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes 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; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes 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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes 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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount to the Servicer, 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 Policy as described in Section 5.18Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 A-3A Noteholders and the Class A-3B Noteholders, pro rata based on their respective Outstanding Amounts, in reduction of the Outstanding Amount of the Class A-3 A-3A Notes and the Class A-3B Notes, respectively, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-3 A-3A Notes is and the Class A-3B Notes, are reduced to zero; and (v) to the Class A-4 A-4A Noteholders and the Class A-4B Noteholders, pro rata based on their respective Outstanding Amounts, in reduction of the Outstanding Amount of the Class A-4 A-4A Notes and the Class A-4B Notes, respectively, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-4 A-4A Notes is and the Class A-4B Notes, are reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18. (e) Notwithstanding clause (c) above, any Repurchase Premium shall be distributed to Noteholders in accordance with Section 3.10(c) of the Sale and Servicing Agreement.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 Sections 6.01(a), (b) and (c) of the Sale and Servicing Agreement. (b) All Net Collections with collections in respect to each Due Period of the Contracts will be deposited in the Collection Account as provided in Section 5.02 6.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 6.04 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Reserve Account to the Note Distribution Account. (c) On each Distribution Payment Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest and to the Reserve Account, in accordance with the instructions of the Servicer in the following order of priority with respect to amounts withdrawn from the Reserve Account): 1. Class A-1. To pay the Holders of the Class A-1A Notes and the --------- Class A-1B Notes, the amounts, and in the priority, set forth below: (i) the Class A-1A Interest Amount and the Class A-1B Interest Amount; (ii) any Unpaid Class A-1A Interest Shortfall and any Unpaid Class A-1B Interest Shortfall; (iii) the Class A-1 Percentage of the Formula Principal Distribution Amount, to be paid on the Class A-1A Notes and the Class A-1B Notes (but in no event more than the sum of the outstanding Class A-1A Principal Balance and the outstanding Class X-0X Xxxxxxxxx Xxxxxxx as follows: (A) 67% of the Class A-1 Percentage of the Formula Principal Distribution Amount shall be paid on the Class A-1A Notes, until the Class A-1A Principal Balance has been reduced to zero, and (B) the sum of (i) 33% of the Class A-1 Percentage of the Formula Principal Distribution Amount and (ii) the remainder of the Class A-1 Percentage of the Formula Principal Distribution Amount after the Class A-1A Principal Balance has been reduced to each Class of Noteholderszero, accrued and unpaid interest shall be paid on the outstanding principal amount Class A-1B Notes; (iv) any Unpaid Class A-1A Principal Shortfall and any Unpaid Class A-1B Principal Shortfall; (v) any Class A-1A Liquidation Loss Interest Amount and any Class A- 1B Liquidation Loss Interest Amount; (vi) any Unpaid Class A-1A Liquidation Loss Interest Shortfall and any Unpaid Class A-1B Liquidation Loss Interest Shortfall; and (vii) any Unpaid Class A-1A Principal Liquidation Loss and any Unpaid Class A-1B Principal Liquidation Loss. 2. Class A-2. After payment of the related amounts specified in clause (1) --------- above, to pay the Holders of the Class of A-2 Notes at the related amounts, and in the priority, set forth below: (i) the Class A-2 Interest RateAmount; (ii) to the any Unpaid 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 zeroA-2 Interest Shortfall; (iii) the Class A-2 Percentage of the Formula Principal Distribution Amount, to be applied to the Class A-2 Noteholders Principal Balance, but in reduction of no event more than the Outstanding Amount of the outstanding Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zeroPrincipal Balance; (iv) to the any Unpaid Class A-3 Noteholders in reduction A-2 Principal Shortfall; (v) any Class A-2 Liquidation Loss Interest Amount; (vi) any Unpaid Class A-2 Liquidation Loss Interest Shortfall; and (vii) any Unpaid Class A-2 Principal Liquidation Loss. 3. Class A-3. After payment of the Outstanding Amount amounts specified in clauses --------- (1) through (3) above, to pay the Holders of the Class A-3 Notes until the Outstanding Amount of amounts, and in the priority, set forth below: (i) the Class A-3 Notes is reduced Interest Amount; (ii) any Unpaid Class A-3 Interest Shortfall; (iii) the Class A-3 Percentage of the Formula Principal Distribution Amount, to zerobe applied to the Class A-3 Principal Balance, but in no event more than the outstanding Class A-3 Principal Balance; (iv) any Unpaid Class A-3 Principal Shortfall; (v) any Class A-3 Liquidation Loss Interest Amount; (vi) any Unpaid Class A-3 Liquidation Loss Interest Shortfall; and (vvii) to the any Unpaid Class A-4 Noteholders in reduction A-3 Principal Liquidation Loss. 4. Class A-4. After payment of the Outstanding Amount amounts specified in clauses --------- (1) through (5) above, to pay the Holders of the Class A-4 Notes until the Outstanding Amount of amounts, and in the priority, set forth below: (i) the Class A-4 Notes is reduced to zero.Interest Amount; (dii) If on any Unpaid Class A-4 Interest Shortfall; (iii) the Class A-4 Percentage of the Formula Principal Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required Amount, to be made pursuant applied to Section 8.02(cthe Class A-4 Principal Balance, but in no event more than the outstanding Class A-4 Principal Balance; (iv) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18any Unpaid Class A-4 Principal Shortfall; (v) any Class A-4 Liquidation Loss Interest Amount; (vi) any Unpaid Class A-4 Liquidation Loss Interest Shortfall; and (vii) any Unpaid Class A-4 Principal Liquidation Loss.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, Certificateholders the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections On or before the second Business Day preceding each Distribution Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On or before the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account Noteholders' Distributable Amount with respect to the preceding Due Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account Reserve Account, as applicable, to the Class A Note Distribution AccountAccount and/or the Class B Note Distribution Account as provided in Sections 5.04 and 5.05 of the Sale and Servicing Agreement. (c) On each Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Class A Note Distribution Account in respect of such Distribution Date to Noteholders the Class A Noteholders, in respect of the Class A Notes to the extent of amounts due and unpaid on the Class A Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in SECTION 5.04(B)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal Class A Notes; PROVIDED that if there are not sufficient funds in the Class A Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the related Class A Notes, the amount in the Class A Note Distribution Account shall be applied to the payment of such interest on each class of the Class A Notes at pro rata on the related Interest Ratebasis of the total such interest due on the Class A Notes; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount Holders of the Class A-1 A-l Notes until the Outstanding Amount of the Class A-1 A-l Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; and (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero. (d) On each Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Class B Note Distribution Account to the Class B Noteholders in respect of the Class B Notes to the extent of amounts due and unpaid on the Class B Notes for principal and interest in the following amounts and in the following order of priority (except as otherwise provided in SECTION 5.04(B)): (i) accrued and unpaid interest on the Class B Notes; PROVIDED that if there are not sufficient funds in the Class B Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on the Class B Notes, the amount, if any, in the Class B Note Distribution Account shall be applied to the payment of such interest on each class of the Class B Notes pro rata on the basis of the total such interest due on the Class B Notes; and (vii) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 B Notes until the Outstanding Amount of the Class A-4 B Notes is reduced to zero; PROVIDED that no principal payments will be made to with respect to the Class B Notes until the Outstanding Amount of the Class B Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall establish or cause the Master Servicer to establish and maintainbe established, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersNote Insurer, the Trust Accounts as provided in Section 5.01 5.02 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Distribution Date, the Total Distribution Amount with respect to each Due the related Collection Period will be deposited in into the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due related Collection Period pursuant to Section 5.05 5.06 of the Sale and Servicing Agreement will be transferred from the Collection Account, the Reserve Account, the Capitalized Interest Account, the Pre-Funding Account and/or and the Spread Yield Maintenance Account to the Note Distribution Account. (c) On each Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for in respect of principal and interest (including any premium) in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.04(b)): (i) to the Holders of each Class of NoteholdersNotes, accrued and unpaid interest on the outstanding principal amount Outstanding Amount of the related such Class of Notes at the related Interest Rate; (ii) on the Mandatory Redemption Date, to the Holders of each Class A-1 Noteholders of Notes in reduction of the Outstanding Amount of such Class, pursuant to Section 5.14(b) of the Sale and Servicing Agreement, the amounts allocated thereto, if any, from the amount withdrawn from the Pre-Funding Account and deposited in the Note Distribution Account; (iii) 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 (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount 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; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; and (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.05 of the Sale and Servicing Agreement. (b) All Net Collections Available Monies with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 5.05 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 7.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Reserve Account to the Note Distribution Account. (c) On each Distribution Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each the Class of A-1 Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of A-1 Notes at the related Interest Class A-1 Rate and to the Class A-2 Noteholders, accrued and unpaid interest on the outstanding principal amount of the Class A-2 Notes at the Class A-2 Rate; (ii) only to the extent of funds withdrawn from the Pre-Funding Account and deposited in the Note Distribution Account by the Indenture Trustee pursuant to Section 7.07 of the Sale and Servicing Agreement: (A) 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 (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 5.02 of the Sale and Servicing Agreement. (b) All Net 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 each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes 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 follows:otherwise provided in Section 5.04(b)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal 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 related Class Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes at pro rata on the related Interest Ratebasis of the total such interest due on the Notes; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount Holders of the Class A-1 Notes on account of princip al until the Outstanding Amount of the Class A-1 Notes is reduced to zero;; and (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount 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; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) Notwithstanding clause (c) above, if, pursuant to Section 5.05(a)(ii) of the Sale and Servicing Agreement, the Indenture Trustee has deposited the Optional Repurchase Amount in respect of the Contracts that have been repurchased as of such Distribution Date, the Repurchase Premium shall be distributed to each Class of Notes, pro rata, based on the outstanding principal balance of each Class of Notes after making the distributions described in Section 5.05(a)(i) of the Sale and Servicing Agreement, but excluding from such calculation the amount of Net Collections consisting of the Base Price. (e) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes Notes, the Note Principal Distributable Amount until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iiiA) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes Notes, the Class A2-4 Percentage of the Note Principal Distributable Amount until the Outstanding Amount of the Class A-2 Notes is reduced to zerozero and (B) to the Class A-5 Noteholders in reduction of the Outstanding Amount of the Class A-5 Notes, the Class A-5 Percentage of the Note Principal Distributable Amount; (iv) (A) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes the Class A2-4 Percentage of the Note Principal Distributable Amount until the Outstanding Amount of the Class A-3 Notes is reduced to zero; andzero and (B) to the A-5 Noteholders in reduction of the Outstanding Amount of the Class A-5 Notes, the Class A-5 Percentage of the Note Principal Distributable Amount; (vA) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes the Class A2-4 Percentage of the Note Principal Distributable Amount until the Outstanding Amount of the Class A-4 Notes is reduced to zerozero and (B) to the A-5 Noteholders in reduction of the Outstanding Amount of the Class A-5 Notes, the Class A-5 Percentage of the Note Principal Distributable Amount; and (vi) to the Class A-5 Noteholders, in reduction of the Outstanding Amount of the Class A-5 Notes, and Class A-5 Percentage of the Principal Note Distributable Amount. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall establish or shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders Noteholders, the Insurer and the Certificateholders, as applicable, the Trust Accounts as provided in Section 5.01 5.1 of the Sale and Servicing Agreement. (b) All Net Collections with respect Subject to each Due Period will be deposited in the Collection Account as provided in Section 5.02 5.6 of the Sale and Servicing Agreement. On the Business Day immediately preceding , on each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Period pursuant to Section 5.05 of the Sale Payment Date and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts and in the following order of priority (except as follows:otherwise provided in Section 5.6): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal 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 the related Class Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the each class of Notes at pro rata on the related Interest Rate--- ---- 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 Class A-1 Noteholders Remaining Pre-Funding Amount shall be distributed in reduction of accordance with Section 10.1 hereof; (iii) principal to the Outstanding Amount Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iiiiv) principal to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; and (ivv) principal to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Distribution Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Collection Period pursuant to Section 5.05 Sections 5.06 and 5.07 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Reserve Account to the Note Distribution Account. (c) On each Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes 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 follows:otherwise provided in Section 5.04(b)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal 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 related Class Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes at pro rata on the related Interest Ratebasis of the total such interest due on the Notes; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount Holders of the Class A-1 (A-1) Notes on account of principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iiiA-1) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (viii) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 (A-2) Notes on account of principal until the Outstanding Amount of the Class A-4 (A-2) Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Spread Account, the Prefunding Account and/or and the Spread Capitalized Interest Account or representing payment of the Insured Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03 of the Sale and Servicing Agreement. (c) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each the Holders of Class of NoteholdersA Notes, accrued and unpaid interest on the outstanding principal amount of Note Interest Distributable Amount with respect to the related Class of A Notes at the related Interest Ratefor such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes Notes, the Note Principal Distributable Amount, the Note Parity Deficit Amount, if any, and the Note Targeted Distributable Amount, if any, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes Notes, the remaining Note Principal Distributable Amount, Note Parity Deficit Amount, if any, and Note Targeted Distributable Amount, if any (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; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes Notes, the remaining Note Principal Distributable Amount, Note Parity Deficit Amount, if any, and Note Targeted Distributable Amount, if any (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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes Notes, the remaining Note Principal Distributable Amount, Note Parity Deficit Amount, if any, and Note Targeted Distributable Amount, if any (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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Policy. Upon receipt of the Insured Amount, the Indenture Trustee shall distribute such Insured Amount to the Servicer, 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 Policy as described in Section 5.18Distributable Amount under this Indenture.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, 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 Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Account and/or the Spread Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03(a) of the Sale and Servicing Agreement. (c) On each Distribution Date, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to the Holders of each Class of NoteholdersNotes, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Note Interest RateDistributable Amount for such Distribution Date; (ii) if such Distribution Date is the Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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 (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes 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; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount as part of the Note Distributable Amount under this Indenture to the extent such Policy Claim Amount relates to the Notes and as part of the Certificate Distributable Amount under the Note Sale and Servicing Agreement to the extent such Policy as described in Section 5.18Claim Amount relates to the Certificates.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer Issuing Entity shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections Not less than one Business Day prior to each Payment Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Payment Date, all amounts required to be deposited in the Note Distribution Account Noteholders’ Distributable Amount with respect to the preceding Due Collection Period pursuant will be transferred from the Collection Account, and/or the Reserve Account to Section the Note Distribution Account as provided in Sections 5.04 and 5.05 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Account to the Note Distribution AccountAgreement. (c) On Except as otherwise provided in Section 5.04(b), on each Distribution Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followsin the following amounts and in the following order of priority: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount Outstanding Amount of the related Class each class of Notes at the related applicable Note Interest RateRate (such amount to be applied pro rata on the basis of the total interest due on the Notes); (ii) the Note Monthly Principal Distributable Amount in the following order of priority: (a) to the Class A-1 Noteholders in reduction on account of the Outstanding Amount of the Class A-1 Notes principal until the Outstanding Amount of the Class A-1 Notes is reduced to zero;; and (iiib) to the Class A-2 Noteholders in reduction of the Outstanding Amount each of the Class A-2 Notes A-2A Noteholders and the Class A-2B Noteholders, ratably, on account of principal until the Outstanding Amount of each of the Class A-2 A-2A and Class A-2B Notes is reduced to zero;; and (ivc) to the Class A-3 Noteholders in reduction on account of the Outstanding Amount of the Class A-3 Notes principal until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (vd) to the Class A-4 Noteholders in reduction on account of the Outstanding Amount of the Class A-4 Notes principal until the Outstanding Amount of the Class A-4 Notes is reduced to zero. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections On or before each Distribution Date, the Total Distribution Amount with respect to each Due the preceding Collection Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding or before each Distribution Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Collection Period pursuant to Section 5.05 Sections 5.06 and 5.07 of the Sale and Servicing Agreement will be transferred from the Collection Account and/or the Spread Reserve Account to the Note Distribution Account. (c) On each Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect of the Notes 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 follows:otherwise provided in Section 5.04(b)): (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal 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 related Class Notes, the amount in the Note Distribution Account shall be applied to the payment of such interest on the Notes at pro rata on the related Interest Ratebasis of the total such interest due on the Notes; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount 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; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount 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; (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount 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 (v) to the Class A-4 Noteholders in reduction of the Outstanding Amount 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. (d) If on any Distribution Date there will be insufficient funds in the Note Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d), the Trustee will make a claim under the Note Policy as described in Section 5.18.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Noteholders and the CertificateholdersSecurityholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All Net Collections collections with respect to each Due Collection Period will shall be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Deposit Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Due Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement will shall be transferred from the Collection Account and/or the Spread Account to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount Outstanding Amount of the related Class of Notes at the related Interest Rate; (ii) 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; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero;; and (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and . If the amount available for the foregoing payments is less than the amount of interest payable on the Notes on a Payment Date, each Class of Noteholders shall receive its ratable share (vbased upon the aggregate amount of interest due to such Class of Noteholders) to the Class A-4 Noteholders in reduction of the Outstanding Amount aggregate amount available to be distributed in respect of interest on the Notes. To the extent not previously paid in full, the principal amount of the Class A-4 Notes until the Outstanding Amount of A-1 Notes, the Class A-4 A-2 Notes is reduced to zero. (d) If and the Class A-3 Notes shall be due on any the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date there will be insufficient funds in and the Note Class A-3 Final Scheduled Distribution Account to make any payment required to be made pursuant to Section 8.02(c) or 8.02(d)Date, the Trustee will make a claim under the Note Policy as described in Section 5.18respectively.

Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the CertificateholdersInsurer, the Trust Accounts as provided in Section 5.01 4.01 of the Sale and Servicing Agreement. (b) All Net Collections with respect to each Due Period will be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On the Business Day immediately preceding each Distribution Date, all amounts required based solely on the Distribution Date Statement, the Servicer shall cause funds to be deposited in withdrawn from the Note Distribution Collection Account equal to the amount of Net Collections available with respect to such Distribution Date and deposited into the preceding Due Period pursuant to Payment Account, as provided in Section 5.05 4.02(e) of the Sale and Servicing Agreement Agreement. On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee will be transferred apply the Net Collections available with respect to the related Collection Period, together with amounts, if any, withdrawn from the Collection Spread Account, the Prefunding Account and/or and the Spread Capitalized Interest Account or representing payment of the Policy Claim Amount, to make the deposits to the Note Distribution AccountAccount required pursuant to Section 4.03 of the Sale and Servicing Agreement. (c) On each Distribution Date, based solely on the Distribution Date Statement, the Indenture Trustee shall distribute all available amounts on deposit in the Note Distribution Account in respect of such Distribution Date to Noteholders in respect the following order of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest as followspriority: (i) to each the Holders of Class of NoteholdersA Notes, accrued and unpaid interest on the outstanding principal amount of Note Interest Distributable Amount with respect to the related Class of A Notes at the related Interest Ratefor such Distribution Date, pro rata; (ii) if such Distribution Date is the Note Final Scheduled Distribution Date with respect to a Class of Notes, to the Holders of such Class A-1 Noteholders in reduction of Notes, the Note Principal Distributable Amount to the extent of the remaining Outstanding Amount of such Class of Notes; (iii) to the Holders of the Class A-1 Notes 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; (iiiiv) to the Class A-2 Noteholders in reduction of the Outstanding Amount Holders of the Class A-2 Notes 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; (ivv) to the Class A-3 Noteholders in reduction of the Outstanding Amount Holders of the Class A-3 Notes 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 (vvi) to the Class A-4 Noteholders in reduction of the Outstanding Amount Holders of the Class A-4 Notes 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. (d) If on any Distribution Date there will be insufficient funds in The Indenture Trustee shall make claims under the Note Distribution Account to make any payment required to be made Policy pursuant to Section 8.02(c4.02(c) or 8.02(d)of the Sale and Servicing Agreement and in accordance with the Policy. In making any such claim, the Indenture Trustee will make a claim under shall comply with all the terms and conditions of the Policy. Upon receipt of the Policy Claim Amount, the Indenture Trustee shall distribute such Policy Claim Amount to the Servicer, 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 Policy as described in Section 5.18Distributable Amount under this Indenture.