Common use of Appointment and Duties of Paying Agent Clause in Contracts

Appointment and Duties of Paying Agent. (a) The Paying Agent shall make distributions to Investor Certificateholders from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts pursuant to Section 5.01 and the relevant provisions of the applicable Series Supplement. Any Paying Agent shall have the revocable power to withdraw funds from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Series Supplement in any material respect. The Paying Agent shall initially be the Trustee and any co-paying agent or paying agencies chosen by the Paying Agent and acceptable to the Trustee and the Sellers, including, if and for so long as any Class of any Series is represented by Bearer Certificates or is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent or paying agency in Luxembourg or another city in western Europe. The Trustee shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Sellers and upon the appointment of a successor to act as Paying Agent. For so long as the Trustee shall act as Paying Agent, the provisions of Sections 11.01, 11.02 and 11.03 shall apply to the Trustee in its role as Paying Agent. (b) The Trustee shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders.

Appointment and Duties of Paying Agent. (a) The Paying Agent shall make distributions to Investor Certificateholders from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts pursuant to Section 5.01 and the relevant provisions of the applicable Series Supplement. Any Paying Agent shall have the revocable power to withdraw funds from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Series Supplement in any material respect. The Paying Agent shall initially be the Trustee and any co-paying agent or paying agencies chosen by the Paying Agent and acceptable to the Trustee and the SellersTransferor, including, if and for so long as any Class of any Series is represented by Bearer Certificates or is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent or paying agency in Luxembourg or another city in western Europe. The Trustee shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Sellers Transferor and upon the appointment of a successor to act as Paying Agent. For so long as the Trustee shall act as Paying Agent, the provisions of Sections 11.01, 11.02 and 11.03 shall apply to the Trustee in its role as Paying Agent. (b) The Trustee shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will will (i) hold all sums held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders; (ii) comply with all requirements of the Internal Revenue Code or any other applicable tax law with respect to the withholding from any payments made by it on any Certificates of any applicable withholding taxes imposed thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Certificates any Tax Information and making any withholdings with respect to the Notes as required by the Internal Revenue Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and (iii) comply with any applicable reporting requirements in connection with any payments made by it on any Certificates and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer.

Appointment and Duties of Paying Agent. (a) The Paying Agent shall make distributions payments to Investor Certificateholders Noteholders from the Collection Account or applicable Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts Account pursuant to Section 5.01 and the relevant provisions of the applicable Series SupplementIndenture Supplement and shall report the amounts of such payments to the Trust. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account or applicable Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts Account for the purpose of making the distributions payments referred to above. The Trustee Trust may revoke such power and remove the Paying Agent if the Trustee Trust determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Series Supplement Indenture in any material respect. The Trust reserves the right at any time to vary or terminate the appointment of a Paying Agent for the Notes, and to appoint additional or other Paying Agents, provided that it will at all times maintain the Indenture Trustee as a Paying Agent. In the event that any Paying Agent shall initially be resign, the Trustee and any co-paying agent or paying agencies chosen by the Paying Agent and acceptable to the Trustee and the Sellers, including, if and for so long as any Class of any Series is represented by Bearer Certificates or is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent or paying agency in Luxembourg or another city in western Europe. The Trustee Trust shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Sellers and upon the appointment of appoint a successor to act as Paying Agent. For so long The Trust shall cause each successor or additional Paying Agent to execute and deliver to the Trust and the Indenture Trustee an instrument as described in subsection (b) below. Any reference in this Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise. The Indenture Trustee shall act as Paying Agentwill enter into any appropriate agency agreement with any co-paying agent not a party to this Indenture, which will implement the provisions of Sections 11.01, 11.02 and 11.03 shall apply this Indenture that relate to such agent. Notice of all changes in the identity or specified office of a Paying Agent will be delivered promptly to the Trustee in its role as Paying AgentNoteholders by the Indenture Trustee. (b) The Indenture Trustee shall cause any the Paying Agent (other than the Trustee itself) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee that such Paying Agent will hold all sums sums, if any, held by it for payment to the Investor Certificateholders Noteholders in trust for the benefit of the Investor Certificateholders Noteholders entitled thereto until such sums shall be paid to such Investor CertificateholdersNoteholders and shall agree, and if the Indenture Trustee is the Paying Agent it hereby agrees, that it shall comply with all requirements of the Code regarding the withholding by the Indenture Trustee of payments in respect of federal income taxes due from the Beneficial Owners.

Appointment and Duties of Paying Agent. (a) The Paying Agent shall make distributions to Investor Certificateholders from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts pursuant to Section 5.01 and the relevant provisions of the applicable Series Supplement. Any Paying Agent shall have the revocable power to withdraw funds from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts for the purpose of making the distributions referred to above. The 55 CH\1159205.11 Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Series Supplement in any material respect. The Paying Agent shall initially be the Trustee and any co-paying agent or paying agencies chosen by the Paying Agent and acceptable to the Trustee and the Sellers, including, if and for so long as any Class of any Series is represented by Bearer Certificates or is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent or paying agency in Luxembourg or another city in western Europe. The Trustee shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Sellers and upon the appointment of a successor to act as Paying Agent. For so long as the Trustee shall act as Paying Agent, the provisions of Sections 11.01, 11.02 and 11.03 shall apply to the Trustee in its role as Paying Agent. (b) The Trustee shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders.

Appointment and Duties of Paying Agent. (a) The Paying Agent shall make distributions to Investor Certificateholders from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts pursuant to Section 5.01 and the relevant provisions of the applicable Series Supplement. Any Paying Agent shall have the revocable power to withdraw funds from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Series Supplement in any material respect. The Paying Agent shall initially be the Trustee and any co-paying agent or paying agencies chosen by the Paying Agent and acceptable to the Trustee and the Sellers, including, if and for so long as any Class of any Series is represented by Bearer Certificates or is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent or paying agency in Luxembourg or another city in western Europe. The Trustee shall be permitted to resign as Paying Agent upon 30 days’ ' written notice to the Sellers and upon the appointment of a successor to act as Paying Agent. For so long as the Trustee shall act as Paying Agent, the provisions of Sections 11.01, 11.02 and 11.03 shall apply to the Trustee in its role as Paying Agent. (b) The Trustee shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders.