Common use of Appointment of Certificate Paying Agent Clause in Contracts

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Owner Trustee is hereby appointed as, and does hereby agree to act as, Certificate Paying Agent hereunder, and, in such capacity, shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof in accordance with Section 9.01 and shall report the amounts of any such distributions to the Indenture Trustee and the Owner Trustee (if the Certificate Paying Agent is not the Owner Trustee). Any Certificate Paying Agent shall have the revocable power to withdraw funds receive amounts from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to aboveherein. The Owner Trustee shall or the Sponsor may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion Sponsor determines that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company Owner Trustee shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ written notice to the Owner Trustee and the DepositorSponsor. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Sponsor shall promptly appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee Sponsor shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Sponsor to execute and deliver to the Owner Trustee and the Sponsor an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee and the Sponsor that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will shall hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trusteehereof. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion discretion, that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, Company and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the CertificateholderCertificateholders. If a successor Certificate Paying Agent does not take office within 30 days after the retiring Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent, Depositor or the Majority Certificateholders may petition any court of competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees, expenses, including attorneys’ fees and expenses, incurred by the Certificate Paying Agent in connection with such petition to be paid by the Trust). The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorOwner Trustee. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ ' written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 6.7, 6.9, 6.10, 7.1 and VII 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the . The Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other may appoint a co-paying agent appointed hereunderagent. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent appointed by the Owner Trustee unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent paying agent for the Certificates shall make distributions to the Certificateholder from the Holder of each Certificate Distribution Account pursuant to Article VIII and Article XI hereof this Agreement and shall report the amounts of such those distributions to the Owner Trustee. Any Certificate Paying Agent shall have The Administrator, on behalf of the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and Trust, may remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Administrator determines in its sole discretion that the Certificate Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorIndenture Trustee. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 on thirty days’ ' written notice to the Owner Trustee. If the Indenture Trustee and the Depositor. In the event that Wilmington Trust Company shall is no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Administrator shall appoint a bank or trust company as successor to act as Certificate Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrator shall cause such the successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such the successor Certificate Paying Agent or additional Certificate Paying Agent shall agree agrees with the Owner Trustee Trust that, as Certificate Paying Agent, such the successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, any sums held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto to them until such those sums shall be are paid to the Certificateholderappropriate Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee Trust, and upon removal of a Certificate Paying Agent such Agent, the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderTrust. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent paying agent for the Transferor Certificates shall make distributions to the Certificateholder from the holder of each Transferor Certificate Distribution Account pursuant to Article VIII and Article XI hereof this Agreement and shall report the amounts of such those distributions to the Owner Trustee. Any Certificate Paying Agent shall have The Administrator, on behalf of the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and Trust, may remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Administrator determines in its sole discretion that the Certificate Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorIndenture Trustee. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 on thirty days’ ' written notice to the Owner Trustee. If the Indenture Trustee and the Depositor. In the event that Wilmington Trust Company shall is no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Administrator shall appoint a bank or trust company as successor to act as Certificate Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrator shall cause such the successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such the successor Certificate Paying Agent or additional Certificate Paying Agent shall agree agrees with the Owner Trustee Trust that, as Certificate Paying Agent, such the successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, any sums held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto to them until such those sums shall be are paid to the Certificateholderappropriate Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee Trust, and upon removal of a Certificate Paying Agent such Agent, the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderTrust. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 4.1(b) and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee shall act as the initial Certificate Paying Agent. Each Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the DepositorAdministrator, with the consent on behalf of the Owner TrusteeIssuer, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrator, on behalf of the Issuer, shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 6.1, 6.3, 6.6, 7.1 and VII 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the each Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the each Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Owner Trustee, and any co-paying agent chosen by Wilmington Trust Company and the DepositorOwner Trustee. Wilmington Trust Company The Owner Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ thirty (30) days written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Bank shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent paying agent for the Transferor Certificates shall make distributions to the Certificateholder from the holder of each Transferor Certificate Distribution Account pursuant to Article VIII and Article XI hereof this Trust Agreement and shall report the amounts of such those distributions to the Owner Trustee. Any Certificate Paying Agent shall have The Administrator, on behalf of the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and Trust, may remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Administrator determines in its sole discretion that the Certificate Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorIndenture Trustee. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 on thirty days’ ' written notice to the Owner Trustee. If the Indenture Trustee and the Depositor. In the event that Wilmington Trust Company shall is no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Administrator shall appoint a bank or trust company as successor to act as Certificate Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrator shall cause such the successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such the successor Certificate Paying Agent or additional Certificate Paying Agent shall agree agrees with the Owner Trustee Trust that, as Certificate Paying Agent, such the successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, any sums held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto to them until such those sums shall be are paid to the Certificateholderappropriate Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee Trust, and upon removal of a Certificate Paying Agent such Agent, the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderTrust. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trusteehereof. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion discretion, that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, Company and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the CertificateholderCertificateholders. If a successor Certificate Paying Agent does not take office within 30 days after the retiring Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent or the Majority Certificateholders may petition any court of competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees, expenses, including attorneys’ fees and expenses, incurred by the Certificate Paying Agent in connection with such petition to be paid by the Trust). The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII of this Agreement shall apply to the Owner Trustee also in its role as Certificate Paying Agent, Agent for so long as the Owner Trustee it shall act as Certificate Paying Agent Agent, and, to the extent applicable, to any other paying agent or authenticating agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Certificate Paying Agent of its obligations under the Basic Documents. The Certificate Paying Agent initially shall be Wilmington Trust CompanyU.S. Bank, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company U.S. Bank shall be permitted to resign as Certificate Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company U.S. Bank shall no longer be the Certificate Paying Agent, the Depositor, with the consent Owner Trustee on behalf of the Owner TrusteeIssuer, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to shall execute and deliver to the Owner Trustee Issuer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee Issuer that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as If at any time the Owner Trustee shall act as Certificate Paying Agent andAgent, the rights, privileges, protections and immunities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent appointed hereunderthe Owner Trustee in its role as Certificate Paying Agent. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent paying agent for the Transferor Certificates shall make distributions to the Certificateholder from the holder of each Transferor Certificate Distribution Account pursuant to Article VIII and Article XI hereof the relevant Series Trust Supplement and shall report the amounts of such those distributions to the Owner Trustee. Any Certificate Paying Agent shall have The Administrator, on behalf of the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and Trust, may remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Administrator determines in its sole discretion that the Certificate Paying Agent shall have has failed to perform its obligations under this an Agreement in any material respect. The Except as otherwise provided in a Series Trust Supplement, the Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorIndenture Trustee. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 on thirty days’ ' written notice to the Owner Trustee. If the Indenture Trustee and the Depositor. In the event that Wilmington Trust Company shall is no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Administrator shall appoint a bank or trust company as successor to act as Certificate Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrator shall cause such the successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such the successor Certificate Paying Agent or additional Certificate Paying Agent shall agree agrees with the Owner Trustee Trust that, as Certificate Paying Agent, such the successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, any sums held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto to them until such those sums shall be are paid to the Certificateholderappropriate Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee Trust, and upon removal of a Certificate Paying Agent such Agent, the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderTrust. Any reference in this Master Trust Agreement or any Series Trust Supplement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The copaying agent shall initially be the Indenture Trustee. The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall give notice to the Rating Agencies of the appointment of a successor Paying Agent. The Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying copaying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holder of the Trust Certificate from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent Agent, if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee, and acceptable to each of the Administrator and the DepositorSecurities Insurer (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Eligible Lender Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holder of the Trust Certificate in trust for the benefit of the Certificateholder holder of the Trust Certificate entitled thereto until such sums shall be paid to such holder of the CertificateholderTrust Certificate. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company[Owner Trustee], and any co-paying agent chosen by Wilmington Trust Company [Owner Trustee] and the Depositor. Wilmington Trust Company [Owner Trustee] shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company [Owner Trustee] shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the each Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the each Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Owner Trustee, and any co-paying agent chosen by Wilmington Trust Company and the DepositorOwner Trustee. Wilmington Trust Company The Owner Trustee shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ ' written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Bank shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorIndenture Trustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorIssuer Administrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeDepositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 hereof shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. The Certificate Paying Agent shall invest amounts on deposit in the Certificate Distribution Account in accordance with Section 5.1 hereof. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Indenture Trustee, and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the DepositorServicer. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Indenture Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 8.1 and VII 8.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise. The Indenture Trustee, in acting as Certificate Registrar and Certificate Paying Agent hereunder shall be entitled to the benefit of the same protective and exculpatory provisions and the indemnity and compensation provisions applicable to the Indenture Trustee in the Indenture and Sale and Servicing Agreement.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorTrustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeDepositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 4.1(b) and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee shall act as the initial Certificate Paying Agent. Each Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the DepositorAdministrator, with the consent on behalf of the Owner TrusteeTrust, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrator, on behalf of the Trust, shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 6.1, 6.3, 6.6, 7.1 and VII 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Majority Certificateholder determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee acceptable to the Majority Certificateholder, which consent shall not be unreasonably withheld. The Eligible Lender Trustee shall furnish the Indenture Trustee and the DepositorMajority Certificateholder with a notice identifying each co-paying agent within two days of any such appointment. Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ days written notice to the Owner Eligible Lender Trustee and the DepositorMajority Certificateholder. In If the event that Wilmington Trust Company Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the DepositorEligible Lender Trustee, with subject to the prior written consent of the Owner TrusteeMajority Certificateholder (which consent shall not be unreasonably withheld), shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorIndenture Trustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorIssuer Administrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeDepositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent paying agent for the Certificates shall make distributions to the Certificateholder from the Holder of each Certificate Distribution Account pursuant to Article VIII and Article XI hereof this Agreement and shall report the amounts of such those distributions to the Owner Trustee. Any Certificate Paying Agent shall have The Administrator, on behalf of the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and Trust, may remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Administrator determines in its sole discretion that the Certificate Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorIndenture Trustee. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 on thirty days’ written notice to the Owner Trustee. If the Indenture Trustee and the Depositor. In the event that Wilmington Trust Company shall is no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Administrator shall appoint a bank or trust company as successor to act as Certificate Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrator shall cause such the successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such the successor Certificate Paying Agent or additional Certificate Paying Agent shall agree agrees with the Owner Trustee Trust that, as Certificate Paying Agent, such the successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, any sums held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto to them until such those sums shall be are paid to the Certificateholderappropriate Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee Trust, and upon removal of a Certificate Paying Agent such Agent, the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderTrust. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent co Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate --------------------------------------- Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The copaying agent shall initially be the Indenture Trustee. The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall give notice to the Rating Agencies of the appointment of a successor Paying Agent. The Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying copaying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The co-paying agent shall initially be the Indenture Trustee. The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall give notice to the Rating Agencies of the appointment of a successor Certificate Paying Agent. The Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholder[s] from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company[Owner Trustee], and any co-paying agent chosen by Wilmington Trust Company [Owner Trustee] and the Depositor. Wilmington Trust Company [Owner Trustee] shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company [Owner Trustee] shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholder[s] in trust for the benefit of the Certificateholder Certificateholder[s] entitled thereto until such sums shall be paid to the CertificateholderCertificateholder[s]. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 4.1(b) and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee shall act as the initial Certificate Paying Agent. Each Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ ' written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the DepositorAdministrator, with the consent on behalf of the Owner TrusteeIssuer, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrator, on behalf of the Issuer, shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 6.1, 6.3, 6.6, 7.1 and VII 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Bankers Trust Company, and any co-co- paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the Servicer and the DepositorSecurity Insurer. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee and (unless an Insurer Default shall have occurred and be continuing) the Security Insurer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders (and the Security Insurer) entitled thereto until such sums shall be paid to such Certificateholders or the CertificateholderSecurity Insurer. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder from Holders of the Certificate Distribution Account pursuant to Article VIII and Article XI Seller's Certificates in accordance with the provisions hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have Trustee and the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveAdministrator. The Owner Trustee shall revoke such power and Administrator, on behalf of the Trust, may remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Administrator determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust CompanyBNY. At any time, and the Certificate Paying Agent may include any other co-paying agent chosen by Wilmington Trust Company the Administrator and acceptable to the DepositorOwner Trustee. Wilmington Trust Company No Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon without 30 days’ day's prior written notice to the Owner Trustee Administrator and the DepositorOwner Trustee. In the event that Wilmington Trust Company BNY shall no longer be the Certificate Paying Agent, the DepositorAdministrator, with the consent on behalf of the Owner TrusteeTrust, shall appoint a successor to act as Certificate Paying Agent (which successor shall be a bank or trust company). The Owner Trustee shall cause such Such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to shall execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Trust and the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Holders of the Seller's Certificates in trust for the benefit of the Certificateholder Holders entitled thereto until such sums shall be paid to the CertificateholderHolders of the Seller's Certificates. The resigning Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Certificate Paying Agent Agent, such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holders of the Trust Certificates from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee, and acceptable to the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Eligible Lender Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holders of the Trust Certificates in trust for the benefit of the Certificateholder holders of the Trust Certificates entitled thereto until such sums shall be paid to such holders of the CertificateholderTrust Certificates. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee; provided that this reporting shall not be required where the Owner Trustee is serving as Certificate Paying Agent. Any Certificate Paying Agent shall have the revocable power power, upon direction from the Administrator, with written copy provided to the Owner Trustee, to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorOwner Trustee. Wilmington Trust Company Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 8.1 and VII 8.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate --------------------------------------- Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. The Certificate Paying Agent shall invest amounts on deposit in the Certificate Distribution Account in accordance with Section 5.1 hereof. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Indenture Trustee, and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the DepositorServicer. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Indenture Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 8.1 and VII 8.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise. The Indenture Trustee, in acting as Certificate Registrar and Certificate Paying Agent hereunder shall be entitled to the benefit of the same protective and exculpatory provisions and the indemnity and compensation provisions applicable to the Indenture Trustee in the Indenture and Sale and Servicing Agreement.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorIndenture Trustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeDepositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 hereof shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holders of the Trust Certificates from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee, and acceptable to the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Eligible Lender Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holders of the Trust Certificates in trust for the benefit of the Certificateholder holders of the Trust Certificates entitled thereto until such sums shall be paid to such holders of the CertificateholderTrust Certificates. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the each Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the each Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Owner Trustee, and any co-paying agent chosen by Wilmington Trust Company and the DepositorOwner Trustee. Wilmington Trust Company The Owner Trustee shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ ? written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Bank shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorIndenture Trustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorIssuer Administrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeSponsor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 hereof shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Certificate Paying Agent of its obligations under the Basic Documents. The Certificate Paying Agent initially shall be Wilmington Trust Company, U.S. Bank and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company U.S. Bank shall be permitted to resign as Certificate Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company U.S. Bank shall no longer be the Certificate Paying Agent, the Depositor, with the consent Owner Trustee on behalf of the Owner TrusteeIssuer, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to shall execute and deliver to the Owner Trustee Issuer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee Issuer that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as If at any time the Owner Trustee shall act as Certificate Paying Agent andAgent, the rights, privileges, protections and immunities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent appointed hereunderthe Owner Trustee in its role as Certificate Paying Agent. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorTrustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeDepositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee; provided that this reporting shall not be required where the Owner Trustee is serving as Certificate Paying Agent. Any Certificate Paying Agent shall have the revocable power power, to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorJPMorgan Chase Bank. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company JPMorgan Chase Bank shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner TrusteeTrustee and at such time, the payment obligations of such Certificate Paying Agent hereunder shall be deemed discharged. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.6, 8.1 and VII 8.2 herein shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, the provisions of Sections 7.1, 7.4, 7.6, 8.1 and 8.2, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee; provided that this reporting shall not be required where the Owner Trustee is serving as Certificate Paying Agent. Any Certificate Paying Agent shall have the revocable power power, upon direction from the Administrator, with written copy provided to the Owner Trustee, to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Deutsche Bank Trust Company and the DepositorAmericas. Wilmington Trust Company Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 8.1 and VII 8.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent (i) if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect, or (ii) for any other reason with the consent of the Administrator or the Surety Provider. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee acceptable to the Administrator and the DepositorSurety Provider, which consent shall not be unreasonably withheld. Wilmington Trust Company The Eligible Lender Trustee shall furnish the Indenture Trustee and the Surety Provider notice identifying each co-paying agent within two days of any such appointment. The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Eligible Lender Trustee and the DepositorSurety Provider. In If the event that Wilmington Trust Company Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the DepositorEligible Lender Trustee, with subject to the prior written consent of the Owner TrusteeSurety Provider (which consent shall not be unreasonably withheld), shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holder of the Trust Certificate from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent Agent, if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee, and acceptable to the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holder of the Trust Certificate in trust for the benefit of the Certificateholder holder of the Trust Certificate entitled thereto until such sums shall be paid to such holder of the CertificateholderTrust Certificate. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account and each Series Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 4.1(b) and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account and each Series Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee shall act as the initial Certificate Paying Agent. Each Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the DepositorAdministrator, with the consent on behalf of the Owner TrusteeTrust, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee Administrator, on behalf of the Trust, shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 6.1, 6.3, 6.6, 7.1 and VII 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent certificate paying agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent certificate paying agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent certificate paying agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent certificate paying agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent certificate paying agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorTrustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent certificate paying agent upon 30 days’ written notice to the Owner Trustee and the DepositorIssuer Administrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agentcertificate paying agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeSponsor, shall appoint a successor to act as Certificate Paying Agent certificate paying agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent certificate paying agent or any additional Certificate Paying Agent certificate paying agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent certificate paying agent or additional Certificate Paying Agent certificate paying agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agentcertificate paying agent, such successor Certificate Paying Agent certificate paying agent or additional Certificate Paying Agent certificate paying agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent certificate paying agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent certificate paying agent such Certificate Paying Agent certificate paying agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agentcertificate paying agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent certificate paying agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent certificate paying agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holder of the Trust Certificate from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent Agent, if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust CompanyJPMorgan Chase Bank, National Association, and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company JPMorgan Chase Bank, National Association shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company JPMorgan Chase Bank, National Association shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, it shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee JPMorgan Chase Bank, National Association shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by it to execute and deliver to the Owner Trustee it an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, it that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holder of the Trust Certificate in trust for the benefit of the Certificateholder holder of the Trust Certificate entitled thereto until such sums shall be paid to such holder of the CertificateholderTrust Certificate. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee JPMorgan Chase Bank, National Association and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner TrusteeJPMorgan Chase Bank, National Association. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Trustee JPMorgan Chase Bank, National Association also in its role as Certificate Paying Agent, for so long as the Owner Trustee it shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holder of the Trust Certificate from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent Agent, if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company[____], and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company [____] shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company [____] shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, it shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee [____] shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by it to execute and deliver to the Owner Trustee it an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, it that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holder of the Trust Certificate in trust for the benefit of the Certificateholder holder of the Trust Certificate entitled thereto until such sums shall be paid to such holder of the CertificateholderTrust Certificate. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee [____] and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee[____]. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Trustee [____] also in its role as Certificate Paying Agent, for so long as the Owner Trustee it shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. In the event that Wilmington Trust Company is removed as Certificate Paying Agent pursuant to this Section 3.10, the Depositor may remove Wilmington Trust Company as Owner Trustee by sending written notice of such removal to the Owner Trustee. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorJP Morgan Chase Bank. Wilmington Trust Company The Certifixxxx Xxxxnx Xxxnt shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ ' written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 6.7, 6.10, 7.1 and VII 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the . The Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other may appoint a co-paying agent appointed hereunderagent. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent appointed by the Owner Trustee unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holder of the Trust Certificate from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent Agent, if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Deutsche Bank Trust CompanyCompany Americas, and any co-paying agent chosen by Wilmington the Owner Trustee, and acceptable to the Administrator (which consent shall not be unreasonably withheld). Deutsche Bank Trust Company and the Depositor. Wilmington Trust Company Americas shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Deutsche Bank Trust Company Americas shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, it shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee Deutsche Bank Trust Company Americas shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by it to execute and deliver to the Owner Trustee it an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, it that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holder of the Trust Certificate in trust for the benefit of the Certificateholder holder of the Trust Certificate entitled thereto until such sums shall be paid to such holder of the CertificateholderTrust Certificate. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee Deutsche Bank Trust Company Americas and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner TrusteeDeutsche Bank Trust Company Americas. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Trustee Deutsche Bank Trust Company Americas also in its role as Certificate Paying Agent, for so long as the Owner Trustee it shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Trustee, and any co-paying agent chosen by Wilmington Trust Company the Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The copaying agent shall initially be the Indenture Trustee. The Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall give notice to the Rating Agencies of the appointment of a successor Paying Agent. The Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying copaying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The ---------------------------------------- Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner With respect to any Certificate Paying Agent other than Signet Trust Company or the Indenture Trustee, the Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Signet Trust Company, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee and acceptable to the Depositor. Wilmington Trust Company Administrator and any such Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Signet Trust Company or the Indenture Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee Signet Trust Company shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trusteehereof. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion discretion, that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, [Owner Trustee] and any co-paying agent chosen by Wilmington Trust Company [Owner Trustee] and the Depositor. Wilmington Trust Company [Owner Trustee] shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company [Owner Trustee] shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the CertificateholderCertificateholders. If a successor Certificate Paying Agent does not take office within 30 days after the retiring Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent or the Majority Certificateholders may petition any court of competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees, expenses, including attorneys’ fees and expenses, incurred by the Certificate Paying Agent in connection with such petition to be paid by the Trust). The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII of this Agreement shall apply to the Owner Trustee also in its role as Certificate Paying Agent, Agent for so long as the Owner Trustee it shall act as Certificate Paying Agent Agent, and, to the extent applicable, to any other paying agent or authenticating agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Owner Trustee, and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the DepositorIndenture Trustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Owner Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the DepositorOwner Trustee shall, with the written consent of the Owner TrusteeDepositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Certificate Paying Agent of its obligations under the Basic Documents. The Certificate Paying Agent initially shall be Wilmington Trust Company[ ], and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company [ ] shall be permitted to resign as Certificate Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company [ ] shall no longer be the Certificate Paying Agent, the Depositor, with the consent Owner Trustee on behalf of the Owner TrusteeIssuer, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to shall execute and deliver to the Owner Trustee Issuer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee Issuer that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as If at any time the Owner Trustee shall act as Certificate Paying Agent andAgent, the rights, privileges, protections and immunities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent appointed hereunderthe Owner Trustee in its role as Certificate Paying Agent. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder holder of the Trust Certificate from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent Agent, if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee, and acceptable to each of the Administrator and the DepositorSecurities Insurer (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Eligible Lender Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder holder of the Trust Certificate in trust for the benefit of the Certificateholder holder of the Trust Certificate entitled thereto until such sums shall be paid to such holder of the CertificateholderTrust Certificate. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorIndenture Trustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorIssuer Administrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeSponsor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 hereof shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to [(i)] the Excess Distribution Certificateholder from the Certificate Distribution Account amounts received from the Indenture Trustee pursuant to Article VIII Sections 2.8(n) and Article XI hereof 2.9(f) of the Administration Agreement, and [(ii) the RC Certificateholder from the amounts received from the Indenture Trustee pursuant to Sections 2.8(m) and 2.9(f) of the Administration Agreement and shall report the amounts of such distributions to the Owner Indenture Trustee (if the Certificate Paying Agent is not the Indenture Trustee)]. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Indenture Trustee, and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Indenture Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Indenture Trustee shall no longer be the Certificate Paying Agent, the Depositor, with Owner Trustee (at the consent written direction of the Owner Trustee, Administrator) shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Excess Distribution Certificateholder in trust for the benefit of the Certificateholder entitled thereto such holder until such sums shall be paid to the Certificateholdersuch holder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII VIII of the Indenture shall apply to the Owner Indenture Trustee also in its role as Certificate Paying Agent, for so long as the Owner Indenture Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Bankers Trust Company, and any co-paying agent Certificate Paying Agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the Servicer and the DepositorSecurity Insurer. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee and (unless an Insurer Default shall have occurred and be continuing) the Security Insurer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders (and the Security Insurer) entitled thereto until such sums shall be paid to such Certificateholders or the CertificateholderSecurity Insurer. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee, and acceptable to the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Eligible Lender Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders of the amounts received from the Certificate Distribution Account Indenture Trustee pursuant to Article VIII Sections 2.8(a)(ix) and Article XI hereof 2.9(g) of the Administration Agreement or Section 5.4(b) of the Indenture, as applicable, and shall report the amounts of such distributions to the Owner Indenture Trustee (if the Certificate Paying Agent is not the Indenture Trustee). Any The Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, the Indenture Trustee and any co-certificate paying agent chosen by Wilmington Trust Company the Owner Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Indenture Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Indenture Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the such Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a the Certificate Paying Agent such the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.4, 7.5, 7.6, 8.1, 8.2 and VII 8.3 hereof shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as any Certificate Paying Agent and, to as if such Certificate Paying Agent were the extent applicable, to any other paying agent appointed hereunderOwner Trustee. Any reference in this Agreement to the Certificate Paying Agent shall include any co-co- certificate paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent (i) if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect, or (ii) for any other reason with the consent of the Administrator or the Surety Provider. The Certificate Paying Agent shall initially shall be Wilmington Dauphin Deposit Bank and Trust Company, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee acceptable to the Administrator and the DepositorSurety Provider, which consent shall not be unreasonably withheld. Wilmington Trust Company The Eligible Lender Trustee shall furnish the Indenture Trustee and the Surety Provider notice identifying each co-paying agent within two days of any such appointment. The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Eligible Lender Trustee and the DepositorSurety Provider. In the event that Wilmington If Dauphin Deposit Bank and Trust Company or the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the DepositorEligible Lender Trustee, with subject to the prior written consent of the Owner TrusteeSurety Provider (which consent shall not be unreasonably withheld), shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Certificate Paying Agent of its obligations under the Basic Documents. The Certificate Paying Agent initially shall be Wilmington Trust Company, [•] and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company [•] shall be permitted to resign as Certificate Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company [•] shall no longer be the Certificate Paying Agent, the Depositor, with the consent Owner Trustee on behalf of the Owner TrusteeIssuer, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to shall execute and deliver to the Owner Trustee Issuer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee Issuer that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as If at any time the Owner Trustee shall act as Certificate Paying Agent andAgent, the rights, privileges, protections and immunities afforded to the extent applicable, Owner Trustee hereunder shall apply equally to any other paying agent appointed hereunderthe Owner Trustee in its role as Certificate Paying Agent. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Bankers Trust Company, and any co-paying agent co- Certificate Paying Agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the Servicer and the DepositorSecurity Insurer. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee and (unless an Insurer Default shall have occurred and be continuing) the Security Insurer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders (and the Security Insurer) entitled thereto until such sums shall be paid to such Certificateholders or the CertificateholderSecurity Insurer. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner With respect to any Certificate Paying Agent other than Signet Trust Company or the Indenture Trustee, the Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Signet Trust Company, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee and acceptable to the Depositor. Wilmington Trust Company Administrator and any such Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Signet Trust Company or the Indenture Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee Signet Trust Company shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company[Owner Trustee], and any co-paying agent chosen by Wilmington Trust Company [Owner Trustee] and the Depositor. Wilmington Trust Company [Owner Trustee] shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company [Owner Trustee] shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Trust Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Trust Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Owner Trustee, and any co-paying agent chosen by Wilmington Trust Company and the DepositorOwner Trustee. Wilmington Trust Company The Owner Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ thirty (30) days written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Bank shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent for the Certificates shall make distributions to the Certificateholder from Holder of each Certificate pursuant to this Agreement and, if other than the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and Trustee, shall report the amounts of such those distributions to the Owner Certificate Trustee. Any Certificate Paying Agent shall have The Administrator, on behalf of the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and Trust, may remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Administrator determines in its sole discretion that the Certificate Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorCertificate Trustee. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 on thirty days’ written notice to the Owner Certificate Trustee and the DepositorAdministrator. In If the event that Wilmington Trust Company shall Certificate Trustee is no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Administrator shall appoint a bank or trust company as successor to act as Certificate Paying Agent (which shall be a bank or trust company)Agent. The Owner Trustee Administrator shall cause such the successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Administrator to execute and deliver to the Owner Trustee Trust an instrument in which such the successor Certificate Paying Agent or additional Certificate Paying Agent shall agree agrees with the Owner Trustee Trust that, as Certificate Paying Agent, such the successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, any sums held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto to them until such those sums shall be are paid to the Certificateholderappropriate Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee Trust, and upon removal of a Certificate Paying Agent such Agent, the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderTrust. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company_____________________, and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the DepositorServicer. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee in its individual capacity shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee and (unless an Insurer Default shall have occurred and be continuing) the Insurer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders of the amounts received from the Certificate Distribution Account Indenture Trustee pursuant to Article VIII Sections 2.8(a)(ix), 2.9(g) and Article XI hereof 2.9(h) of the Administration Agreement or Section 5.4(b) of the Indenture, as applicable, and shall report the amounts of such distributions to the Owner Indenture Trustee (if the Certificate Paying Agent is not the Indenture Trustee). Any The Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, the Owner Trustee and any co-certificate paying agent chosen by Wilmington Trust Company the Owner Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Owner Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the DepositorAdministrator. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the such Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a the Certificate Paying Agent such the Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.4, 7.5, 7.6, 8.1 and VII 8.3 hereof shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as any Certificate Paying Agent and, to as if such Certificate Paying Agent were the extent applicable, to any other paying agent appointed hereunderOwner Trustee. Any reference in this Agreement to the Certificate Paying Agent shall include any co-certificate paying agent unless the context requires otherwise. In the event The Bank of New York Trust Company, N.A. is no longer the Owner Trustee, The Bank of New York Trust Company, N.A. shall also resign as Certificate Paying Agent.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall give notice to the Rating Agencies of the appointment of a successor Paying Agent. The Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.if

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee for such purpose pursuant to Article VIII and Article XI hereof the Indenture and shall report the amounts of such distributions to the Owner Delaware Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Delaware Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Delaware Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Delaware Trustee, and any co-paying agent chosen by Wilmington Trust Company the Delaware Trustee, and acceptable to the DepositorIndenture Trustee (which consent shall not be unreasonably withheld). Wilmington Trust Company The Delaware Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorIssuer Administrator. In the event that Wilmington Trust Company the Delaware Trustee shall no longer be the Certificate Paying Agent, the DepositorDelaware Trustee shall, with the written consent of the Owner TrusteeDepositor, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Delaware Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Delaware Trustee to execute and deliver to the Owner Delaware Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Delaware Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto Certificateholders until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Delaware Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Delaware Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Delaware Trustee also in its role as Certificate Paying Agent, for so long as the Owner Delaware Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.01 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determinesFor so long as any Notes remain outstanding, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respectbe the Indenture Trustee. The Thereafter, the Certificate Paying Agent initially shall be Wilmington Trust Company, the Eligible Lender Trustee and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee, and acceptable to the Depositor. Wilmington Trust Company Administrator, and any such Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Trust Company that, after the Notes have been paid in full, the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.01, 7.03, 7.04, 7.05 and VII 8.01 shall apply to the Owner Indenture Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each Majority Certificateholder determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee acceptable to the Majority Certificateholder, which consent shall not be unreasonably withheld. The Eligible Lender Trustee shall furnish the Indenture Trustee and the DepositorMajority Certificateholder with a notice identifying each co-paying agent within two days of any such appointment. Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Eligible Lender Trustee and the DepositorMajority Certificateholder. In If the event that Wilmington Trust Company Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the DepositorEligible Lender Trustee, with subject to the prior written consent of the Owner TrusteeMajority Certificateholder (which consent shall not be unreasonably withheld), shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account amounts received from the Indenture Trustee out of the Trust Accounts pursuant to Article VIII and Article XI hereof Section 5.1 and shall report the amounts of such distributions to the Owner Eligible Lender Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw receive such funds from the Certificate Distribution Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Eligible Lender Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Eligible Lender Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Companythe Eligible Lender Trustee, and any co-paying agent chosen by Wilmington Trust Company the Eligible Lender Trustee and consented to by the DepositorAdministrator (which consent shall not be unreasonably withheld). Wilmington Trust Company The Eligible Lender Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorEligible Lender Trustee. In the event that Wilmington Trust Company the Eligible Lender Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Eligible Lender Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Eligible Lender Trustee shall give notice to the Rating Agencies of the appointment of a successor Paying Agent. The Eligible Lender Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Eligible Lender Trustee to execute and deliver to the Owner Eligible Lender Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Eligible Lender Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the such Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Eligible Lender Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Eligible Lender Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 7.5 and VII 8.1 shall apply to the Owner Eligible Lender Trustee also in its role as Certificate Paying Agent, for so long as the Owner Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying copaying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee; provided that this reporting shall not be required where the Owner Trustee is serving as Certificate Paying Agent. Any Certificate Paying Agent shall have the revocable power power, upon direction from the Administrator, with written copy provided to the Owner Trustee, to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorOwner Trustee. Wilmington Trust Company Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4, 8.1 and VII 8.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent co- Certificate Paying Agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Bankers Trust Company, and any co-paying agent chosen by Wilmington Trust Company the Owner Trustee, and acceptable to the DepositorServicer. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 days’ ' written notice to the Owner Trustee and the DepositorServicer. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder by the Owner Trustee to execute and deliver to the Owner Trustee and (unless an Insurer Default shall have occurred and be continuing) the Security Insurer an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 7.1, 7.3, 7.4 and VII 8.1 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall may revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the DepositorJPMorgan Chase Bank. Wilmington Trust Company The Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon 30 thirty (30) days’ ' written notice to the Owner Trustee and the DepositorTrustee. In the event that Wilmington Trust Company the Owner Trustee shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the Certificateholdersuch Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI Sections 6.7, 6.10, 7.1 and VII 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the . The Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other may appoint a co-paying agent appointed hereunderagent. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent appointed by the Owner Trustee unless the context requires otherwise.

Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to the Certificateholder Certificateholders from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trusteehereof. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion discretion, that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, [Owner Trustee] and any co-paying agent chosen by Wilmington Trust Company [Owner Trustee] and the Depositor. Wilmington Trust Company [Owner Trustee] shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company [Owner Trustee] shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder Certificateholders in trust for the benefit of the Certificateholder Certificateholders entitled thereto until such sums shall be paid to the CertificateholderCertificateholders. If a successor Certificate Paying Agent does not take office within 30 days after the retiring Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent, the Depositor or the Majority Certificateholders may petition any court of competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees, expenses, including attorneys’ fees and expenses, incurred by the Certificate Paying Agent in connection with such petition to be paid by the Trust). The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.