Common use of Appointment of Paying Agent Clause in Contracts

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long as such Person is acting as the Indenture Trustee. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee5.02. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall Indenture Trustee will be the Indenture Trustee, and any co-paying agent chosen by initial Paying Agent. In the event that the Indenture Trustee and acceptable shall no longer be the Paying Agent, then the Depositor shall appoint a successor to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Depositor to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders Holders from the Deposit Payment Account pursuant to Section 5.02 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrators. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Payment Account solely for the purpose of making the distributions Distributions referred to above. The Owner Property Trustee may revoke such power and remove the any Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sodiscretion. The Paying Agent shall initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Property Trustee. The Any Person acting as Indenture Trustee Paying Agent shall not be permitted to resign as Paying Agent so long as such Person is acting as upon 30 days' written notice to the Indenture Administrators, and the Property Trustee. The Owner In the event that the Property Trustee shall cause such no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to Administrators shall execute and deliver to the Owner Trustee Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, Issuer Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Holders in trust for the benefit of the Certificateholders Holders entitled thereto until such sums shall be paid to such CertificateholdersHolders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. The provisions of Sections 7.018.1, 7.03, 7.04 8.3 and 8.01 8.6 herein shall apply to the Owner Trustee Bank also in its role as Paying Agent, for so long as the Owner Trustee Bank shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent chosen by the Property Trustee unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 5.2 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially shall be the Indenture TrusteeWilmington Trust Company, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee Wilmington Trust Company shall not be permitted to resign as Paying Agent so long upon thirty (30) days' written notice to the Owner Trustee. In the event that Wilmington Trust Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.017.1, 7.037.3, 7.04 7.4 and 8.01 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Investor Certificateholders from the Deposit Collection Account or applicable Series Account pursuant to Section 5.02 the provisions of the applicable Supplement and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Collection Account or applicable Series Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Supplement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially shall be the Indenture Trustee, Trustee and any co-paying agent chosen by the Indenture Trustee Transferors and acceptable to the Owner Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent in Luxembourg or another Western European city. In the event that any Paying Agent shall resign, the Trustee shall appoint a successor to act as Paying Agent. The Person acting as Indenture Trustee shall not be permitted to resign act as Paying Agent so long as such Person until a successor is acting as the Indenture Trusteeappointed. The Owner Trustee shall cause such each successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent that it will hold all sums, if any, held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.0111.01, 7.0311.02, 7.04 11.03 and 8.01 11.05 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderAgent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture Trustee[___________], and any co-paying agent chosen by the Indenture Trustee [___________] and acceptable to the Owner Trustee. The Person acting as Indenture Trustee [____________] shall not be permitted to resign as Paying Agent so long upon 30 days' written notice to the Owner Trustee. In the event that [___________] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture Trustee[___________], and any co-paying agent chosen by the Indenture Trustee [___________] and acceptable to the Owner Trustee. The Person acting as Indenture Trustee [ ] shall not be permitted to resign as Paying Agent so long upon 30 days' written notice to the Owner Trustee. In the event that [___________] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Trust Certificateholders from the Deposit Account pursuant to Section 5.02 5.02, and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank Trust Company, National Association. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture Trustee, and any Any co-paying agent chosen by the Indenture Trustee Depositor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent may resign upon thirty (30) days’ written notice to the Owner Trustee. The Person acting In the event that a Paying Agent may no longer act as Indenture Paying Agent, the Owner Trustee shall not be permitted appoint a successor to resign act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to such the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Account Certificateholder pursuant to Section 5.02 5.01(a) and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture TrusteeThe Bank of New York Trust Company, N.A., and any co-paying agent chosen by the Indenture Trustee and Paying Agent that is acceptable to the Owner Trustee. The Person acting as Indenture Trustee Each Paying Agent shall not be permitted to resign as Paying Agent so long upon 30 days’ written notice to the Owner Trustee. In the event that The Bank of New York Trust Company, N.A.shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Trust Certificateholders from the Deposit Account pursuant to Section 5.02 5.02, and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture Trustee, and any Any co-paying agent chosen by the Indenture Trustee Depositor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent may resign upon thirty (30) days’ written notice to the Owner Trustee. The Person acting In the event that a Paying Agent may no longer act as Indenture Paying Agent, the Owner Trustee shall not be permitted appoint a successor to resign act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to such the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 11 (NALT 2021-A Amended and Restated Trust Agreement) 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. (a) The Paying Agent shall make distributions to Investor Certificateholders from the Deposit Account appropriate account or accounts maintained for the benefit of Certificateholders as specified in this Agreement or the related Supplement for any Series pursuant to Section 5.02 Articles IV and shall report the amounts of such distributions to the Owner TrusteeV hereof. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account such appropriate account or accounts for the purpose of making the distributions referred to above. The Owner Trustee (or the Servicer if the Trustee is the Paying Agent) may revoke such power and remove the Paying Agent Agent, if the Owner Trustee (or the Servicer if the Trustee is the Paying Agent) determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it for other good cause. The Trustee (or the Servicer if the Trustee is in the interest Paying Agent) shall notify Xxxxx’x, Standard & Poor’s and Fitch of the Certificateholders to do soremoval of any Paying Agent. The Paying Agent Agent, unless the Supplement with respect to any Series states otherwise, shall initially shall be the Indenture Trustee. If any form of Investor Certificate is issued as a Global Certificate, or if and so long as any Series of Investor Certificates are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Trustee shall appoint a co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trusteein Luxembourg or another European city. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent upon 30 days’ written notice to the Servicer. In the event that the Trustee shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The provisions of Sections 11.01, 11.02 and 11.03 shall apply to the Trustee also in its role as Paying Agent, for so long as such Person is acting the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. If specified in the related Supplement for any Series, so long as the Indenture Trustee. Investor Certificates of such Series are outstanding, the Seller shall maintain a co-paying agent in New York City (for Registered Certificates only) or any other city designated in such Supplement which, if and so long as any Series of Investor Certificates is listed on the Luxembourg Stock Exchange or other stock exchange and such exchange so requires, shall be in Luxembourg or the location required by such other stock exchange. (b) The Owner Trustee shall cause such successor the Paying Agent or any additional Paying Agent appointed by the Owner Trustee (other than itself) to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, that such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent Certificateholders and shall return all unclaimed funds to agree, and if the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to is the Paying Agent it hereby agrees, that it shall include any co-paying agent unless comply with all requirements of the context requires otherwiseInternal Revenue Code regarding the withholding by the Trustee of payments in respect of federal income taxes due from Certificate Owners.

Appointment of Paying Agent. The Owner Trustee hereby appoints the Indenture Trustee as Paying Agent under this Agreement. The Paying Agent shall make distributions to Certificateholders the Transferor from the Deposit Collection Account pursuant to Section 5.02 5.2 hereof and Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any The Paying Agent shall have the revocable power to withdraw funds from the Deposit Collection Account for the purpose of making the distributions referred to above. The Owner In the event that the Indenture Trustee may revoke such power and remove shall no longer be the Paying Agent if hereunder, the Owner Trustee determines in its sole discretion that shall, pursuant to the direction of the Depositor, appoint a successor to act as Paying Agent (which (x) shall have failed to perform its obligations at all times be a corporation duly incorporated and validly existing under this Agreement in any material respect or that it is in the interest laws of the Certificateholders United States of America or any state thereof, authorized under such laws to do so. The Paying Agent initially shall be the Indenture Trustee, exercise corporate trust powers and any co-paying agent chosen subject to supervision or examination by the Indenture Trustee federal or state authorities and acceptable to the Owner Trustee. The Person acting as Indenture Trustee (y) shall not be permitted entitled to resign as Paying Agent so long as such Person is acting as compensation from the Indenture TrusteeTrust Estate). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Transferor in trust for the benefit of the Certificateholders entitled thereto Transferor until such sums shall be paid to such Certificateholdersthe Transferor. The Paying Agent shall return all unclaimed funds to the Owner Trustee Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Trust Certificateholders from the Deposit Account pursuant to Section 5.02 5.02, and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture Trustee, and any Any co-paying agent chosen by the Indenture Trustee Depositor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent may resign upon [30] days’ written notice to the Owner Trustee. The Person acting In the event that a Paying Agent may no longer act as Indenture Paying Agent, the Owner Trustee shall not be permitted appoint a successor to resign act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to such the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Collection Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long as such Person is acting as the Indenture Trustee. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee5.2. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may appoint and may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it respect. The Bank of New York is in hereby appointed as the interest of the Certificateholders to do soinitial Paying Agent. The Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long upon 30 days’ written notice to the Owner Trustee. If the Paying Agent shall resign or be removed, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee Trust and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner TrusteeTrust. The provisions of Sections 7.016.3, 7.036.6, 7.04 6.7, 6.8 and 8.01 6.9 shall apply apply, mutatis mutandis, to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Trust Certificateholders from the Deposit Account pursuant to Section 5.02 5.02, and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank Trust Company, National Association. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture Trustee, and any Any co-paying agent chosen by the Indenture Trustee Depositor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent may resign upon thirty (30) days’ written notice to the Owner Trustee. The Person acting In the event that a Paying Agent may no longer act as Indenture Paying Agent, the Owner Trustee shall not be permitted appoint a successor to resign act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be are paid to such the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.. 11 (NALT 2024-A

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Collection Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 5.06 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long as such Person is acting as the Indenture Trustee. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 5.2 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Reserve Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially shall be the Indenture Trustee, U.S. Bank National Association and any co-paying agent chosen by the Indenture Trustee U.S. Bank National Association and acceptable to the Owner TrusteeServicer. The Person acting as Indenture Trustee Paying Agent shall not be permitted to resign upon 30 days' written notice to the Owner Trustee and the Servicer. In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 Articles VII and 8.01 VIII shall apply to U.S. Bank National Association or the Owner Trustee also in its role as Paying Agent, for so long as U.S. Bank National Association or the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 5.2 and shall report the amounts of such distributions to the Owner TrusteeTrustee and the Servicer; provided that no such reports shall be required so long as the Depositor is the sole Certificateholder. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture If the Owner Trustee shall not no longer be the Paying Agent, the Paying Agent shall be permitted to resign as Paying Agent so long upon 30 days’ written notice to the Owner Trustee, and the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.016.3, 7.036.6, 7.04 6.7 and 8.01 6.9 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 5.2 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially shall be the Indenture Owner Trustee, and any co-paying agent chosen by the Indenture Trustee Owner Trustee, and acceptable to the Owner TrusteeMaster Servicer. The Person acting as Indenture Trustee Paying Agent shall not be permitted to resign upon 30 days’ written notice to the Owner Trustee and the Master Servicer. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.017.1, 7.037.3, 7.04 7.4 and 8.01 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in respect. JMPorgan Chase Bank, N.A. shall act as the interest of the Certificateholders to do soinitial Paying Agent. The Each Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long upon 30 days’ written notice to the Owner Trustee. In the event that JPmorgan Chase Bank, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 7.04, 8.01 and 8.01 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Certificateholders from the Deposit [Certificate Distribution][Collection] Account pursuant to Section 5.02 5.01([a][b]) and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, [ ] and any co-paying agent chosen by the Indenture Trustee and Paying Agent that is acceptable to the Owner Trustee. The Person acting as Indenture Trustee Each Paying Agent shall not be permitted to resign as Paying Agent so long upon 30 days’ written notice to the Owner Trustee. In the event that [ ] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be have been paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent Paying Agent appointed hereunder. Further, the rights, protections and immunities granted to the Indenture Trustee under the Indenture shall inure to the benefit of Citibank, N.A. acting as Paying Agent hereunder Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Investor Certificateholders from the Deposit Collection Account or applicable Series Account pursuant to Section 5.02 the provisions of the applicable Supplement and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Collection Account or applicable Series Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Supplement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially be The Bank of New York. In the event that The Bank of New York shall no longer be the Indenture TrusteePaying Agent, and any co-paying agent chosen by the Indenture Trustee and acceptable shall appoint a successor to the Owner Trusteeact as Paying Agent. The Person acting as Indenture Trustee shall not be permitted to resign act as Paying Agent so long as such Person until a successor is acting as the Indenture Trusteeappointed. The Owner Trustee shall cause such each successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent that it will hold all sums, if any, held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.0111.01, 7.0311.02, 7.04 11.03 and 8.01 11.05 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwiseAgent.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders the Certificateholder from the Deposit Certificate Distribution Account pursuant to Section 5.02 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture Trustee[ ], and any co-paying agent chosen by the Indenture Trustee and Paying Agent that is acceptable to the Owner Trustee. The Person acting as Indenture Trustee Each Paying Agent shall not be permitted to resign as Paying Agent so long upon 30 days' written notice to the Owner Trustee. In the event that [ ] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent --------------------------- shall make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall Indenture Trustee will be the Indenture Trustee, and any co-paying agent chosen by initial Paying Agent. In the event that the Indenture Trustee and acceptable to shall no longer be the Paying Agent, the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted appoint a successor to resign act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Certificateholders from the Deposit [Certificate Distribution][Collection] Account pursuant to Section 5.02 5.01([a][b]) and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, [ ] and any co-paying agent chosen by the Indenture Trustee and Paying Agent that is acceptable to the Owner Trustee. The Person acting as Indenture Trustee Each Paying Agent shall not be permitted to resign as Paying Agent so long upon 30 days’ written notice to the Owner Trustee. In the event that [ ] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent Paying Agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long as such Person is acting as the Indenture Trustee. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.Owner

Appointment of Paying Agent. (a) The Trustee may appoint one or more paying agents (each, a “Paying Agent”) with respect to the Certificates. Any such Paying Agent shall be authorized to make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 this Agreement and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is if the Paying Agent fails to satisfy the eligibility requirements set forth in the interest paragraph (b) of the Certificateholders to do sothis Section 5.09. The Trustee is hereby initially appointed a Paying Agent. Any Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long as such Person is acting as upon 30 calendar days' written notice to the Indenture Trustee. In the event that the Trustee shall no longer be the Paying Agent and the Depositor has not appointed a co-Paying Agent, the Trustee shall appoint a successor Paying Agent. The Owner Trustee shall cause each such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent that it will hold all sums, if any, held by it for payment distribution to the Certificateholders in an Eligible Account in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid distributed to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent within two years from the time such funds were first eligible to be claimed. (b) The Paying Agent shall also return at all funds times be a corporation or an association the combined capital and surplus of which is at least $200,000,000 (or is a wholly-owned subsidiary of a bank holding company having a consolidated capital and surplus of at least $200,000,000) and the long-term debt obligations of which are rated in one of the four highest categories assigned long-term debt obligations by each of the Rating Agencies and shall be subject to supervision or examination by U.S. federal or State authority. If such corporation or association publishes reports of conditions at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its possession most recent report of conditions so published. In the event that at any time the Paying Agent shall cease to be eligible in accordance with the terms of this Section 5.09(b), the Paying Agent shall release all Trust Property to the Owner TrusteeTrustee and then resign immediately. Upon the receipt by the Trustee of notice of such resignation, the Trustee shall act as Paying Agent until the appointment of a successor Paying Agent in accordance with Section 5.09(a). (c) The provisions terms of Sections 7.01Article VIII, 7.03as applicable, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwiseAgent.

Appointment of Paying Agent. (a) The Paying Agent shall make distributions to Investor Certificateholders from the Deposit Account appropriate account or accounts maintained for the benefit of Certificateholders as specified in this Agreement or the related Supplement for any Series pursuant to Section 5.02 Articles IV and shall report the amounts of such distributions to the Owner TrusteeV hereof. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account such appropriate account or accounts for the purpose of making the distributions referred to above. The Owner Trustee (or the Servicer if the Trustee is the Paying Agent) may revoke such power and remove the Paying Agent Agent, if the Owner Trustee (or the Servicer if the Trustee is the Paying Agent) determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it for other good cause. The Trustee (or the Servicer if the Trustee is in the interest Paying Agent) shall notify Moody's and Standard & Poor's of the Certificateholders to do soremoval of any Paying Agent. The Paying Agent Agent, unless the Supplement with respect to any Series states otherwise, 77 shall initially shall be the Indenture Trustee. If any form of Investor Certificate is issued as a Global Certificate, or if and so long as any Series of Investor Certificates are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Trustee shall appoint a co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trusteein Luxembourg or another European city. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent upon 30 days' written notice to the Servicer. In the event that the Trustee shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The provisions of Sections 8.4, 11.1, 11.2 and 11.3 shall apply to the Trustee also in its role as Paying Agent, for so long as such Person is acting the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. If specified in the related Supplement for any Series, so long as the Indenture Trustee. Investor Certificates of such Series are outstanding, the Transferor shall maintain a co-paying agent in New York City (for Registered Certificates only) or any other city designated in such Supplement which, if and so long as any Series of Investor Certificates is listed on the Luxembourg Stock Exchange or other stock exchange and such exchange so requires, shall be in Luxembourg or the location required by such other stock exchange. (b) The Owner Trustee shall cause such successor the Paying Agent or any additional Paying Agent appointed by the Owner Trustee (other than itself) to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, that such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent Certificateholders and shall return all unclaimed funds to agree, and if the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to is the Paying Agent it hereby agrees, that it shall include any co-paying agent unless comply with all requirements of the context requires otherwiseCode regarding the withholding by the Trustee of payments in respect of federal income taxes due from Certificate Owners.

Appointment of Paying Agent. (a) The Trustee may appoint one or more paying agents (each, a “Paying Agent”) with respect to the Certificates. Any such Paying Agent shall be authorized to make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 this Agreement and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is if the Paying Agent fails to satisfy the eligibility requirements set forth in the interest paragraph (b) of the Certificateholders to do sothis Section 5.09. The Trustee is hereby initially appointed a Paying Agent. Any Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long as such Person is acting as upon 30 calendar days' written notice to the Indenture Trustee. In the event that the Trustee shall no longer be the Paying Agent and the Depositor has not appointed a co-Paying Agent, the Trustee shall appoint a successor Paying Agent. The Owner Trustee shall cause each such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent that it will hold all sums, if any, held by it for payment distribution to the Certificateholders in an Eligible Account in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid distributed to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent within two years from the time such funds were first eligible to be claimed. (b) The Paying Agent shall also return at all funds times be a corporation or an association the combined capital and surplus of which is at least $50,000,000 (or is a wholly-owned subsidiary of a bank holding company having a consolidated capital and surplus of at least $50,000,000) and the long-term debt obligations of which are rated in one of the four highest categories assigned long-term debt obligations by each of the Rating Agencies and shall be subject to supervision or examination by U.S. Federal or State authority. If such corporation or association publishes reports of conditions at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its possession most recent report of conditions so published. In the event that at any time the Paying Agent shall cease to be eligible in accor dance with the terms of this Section 5.09(b), the Paying Agent shall release all Trust Property to the Owner TrusteeTrustee and then resign immediately. Upon such resignation, the Trustee shall act as Paying Agent until the appointment of a successor Paying Agent in accordance with Section 5.09(a). (c) The provisions terms of Sections 7.01Article VIII, 7.03as applicable, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwiseAgent.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 5.2 and shall report the amounts of such distributions to the Owner TrusteeTrustee and the Servicer; provided that no such reports shall be required so long as the Depositor is the sole Certificateholder. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially be [•] [•] shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long upon 30 days’ written notice to the Owner Trustee. If [•] shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.016.3, 7.036.6, 7.04 6.7 and 8.01 6.9 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent initially shall be the Indenture TrusteeCitibank, N.A., and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner TrusteeWilmington Trust Company. The Person acting as Indenture Trustee Citibank, N.A. shall not be permitted to resign as Paying Agent so long upon 30 days' written notice to the Owner Trustee. In the event that Citibank, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 5.2 and shall report the amounts of such distributions to the Owner Trustee in writing, unless the Paying Agent is the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Any Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially shall be the Indenture Trustee, Bankers Trust Company and any co-paying agent Paying Agent chosen by the Indenture Trustee Owner Trustee, and acceptable to the Owner TrusteeServicer and the Security Insurer. The Person acting as Indenture Trustee Paying Agent shall not be permitted to resign upon 30 days' written notice to the Owner Trustee and the Servicer. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent so long as such Person is acting as the Indenture Trustee(which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.the

Appointment of Paying Agent. The Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Deposit Certificate Distribution Account pursuant to Section 5.02 5.2 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any The Paying Agent shall have the revocable power to withdraw funds from the Deposit Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do sorespect. The Paying Agent shall initially shall be the Indenture Trustee_________________, and any co-paying agent chosen by the Indenture Trustee _______________, and acceptable to the Owner Trustee. The Person acting as Indenture Trustee ____________ shall not be permitted to resign as Paying Agent so long upon 30 days' written notice to the Owner Trustee. If ______________ shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as such Person is acting as the Indenture TrusteePaying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.016.3, 7.036.6, 7.04 6.7, 6.8 and 8.01 6.9 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Deposit Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Subject to the provisions of Section 5.05 of the Sale and Servicing Agreement, any Paying Agent shall have the revocable power to withdraw funds from the Deposit Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. The Person acting as Indenture Trustee shall not be permitted to resign as Paying Agent so long as such Person is acting as the Indenture Trustee. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 7.04, 8.01 and 8.01 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to the Indenture Trustee and any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.