Common use of Appointment of Paying Agent Clause in Contracts

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. 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 (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner TrusteeSection 5.02. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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. The Owner Indenture Trustee shall act as will be the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (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, 8.01 and 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 Trust Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.1 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveDepositor. The Owner Trustee Depositor may revoke such power and remove the Paying Agent if the Owner Trustee Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectrespect or that it is in the interest of the Trust Certificateholders to do so. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent initially shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. 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 (which shall be a bank or trust company)Depositor. 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 Depositor 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 Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be paid to such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon Upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trusteesuccessor Paying Agent. The provisions of Sections 7.017.1, 7.037.3, 7.04, 8.01 7.4 and 8.02 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, if and for so long as the Owner Trustee shall act as Paying Agent Agent, if 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 Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Trust 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. The Owner Indenture Trustee shall act as will be the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. 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 (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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. The Owner Indenture Trustee shall act as will be the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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. The Owner Indenture Trustee shall act as will be the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Trust Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.1 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveDepositor. The Owner Trustee Depositor may revoke such power and remove the Paying Agent if the Owner Trustee Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectrespect or that it is in the interest of the Trust Certificateholders to do so. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent initially shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. 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 (which shall be a bank or trust company)Depositor. 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 Depositor 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 cause all sums, if any, to be held by it the Collateral Agent for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be paid to such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon Upon removal of a Paying Agent such Paying Agent shall also return cause all funds in its the Collateral Agent’s possession to be returned to the Owner Trusteesuccessor Paying Agent. The provisions of Sections 7.017.1, 7.037.3, 7.04, 8.01 7.4 and 8.02 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, if and for so long as the Owner Trustee shall act as Paying Agent Agent, if 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 Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property 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 respectdiscretion. The Owner Trustee Paying Agents shall act initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrative Trustees. Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Deutsche Bank Trust Company Americas shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee Deutsche Bank Trust Company Americas shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account Certificateholder pursuant to Sections 5.02 and 5.03 Section 5.01(a) and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent initially shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power be BNY Midwest Trust Company, and remove any co-paying agent chosen by the Paying Agent if that is acceptable to 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. The Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee BNY Midwest Trust Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 7.04 and 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least Baa3 from Moody's and BBB- from Standard & Poor's, the Rating Agencies shall be xxxxx xotice of such lower long term debt rating.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Trust 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. The Owner Indenture Trustee shall act as will be the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying Agent, then the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least "Baa3" from Xxxxx'x and "BBB-" from Standard & Poor's, the Rating Agencies shall be given notice of such lower long term debt rating.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the discretion. The Paying Agent shall have failed initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably acceptable to perform its obligations under this Agreement in any material respectthe Administrative Trustees. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property 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 respectdiscretion. The Owner Trustee Paying Agents shall act initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrative Trustees. Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Union Bank, N.A. shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee Union Bank, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account Certificateholder pursuant to Sections 5.02 and 5.03 Section 5.01(a) and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent initially shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power be BNY Midwest Trust Company, and remove any co-paying agent chosen by the Paying Agent if that is acceptable to 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. The Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee BNY Midwest Trust Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 7.04 and 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Bank of New York Mellon shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee The Bank of New York Mellon shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner TrusteeProperty Trustee and the Regular Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions referred to above. The Owner Property Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the discretion. The Paying Agent shall have failed initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably acceptable to perform its obligations under this Agreement in any material respectthe Regular Trustees. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Regular Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is acceptable to the Regular Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Property Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Property Trustee to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, 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 Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. 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, 8.01 8.3 and 8.02 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 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 Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Citibank, National Association shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee Citibank, National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as will be the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. 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 (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 and 8.01 and 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 Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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 discretion. The Paying Agent shall have failed to perform its obligations under this Agreement in any material respectinitially be the Property Trustee. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) at least 30 days’ ' written notice to the Owner Administrators and the Property Trustee. In the event that the Owner Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) that is reasonably acceptable to the Administrators to act as Paying Agent. The Owner Trustee shall cause such Such successor Paying Agent appointed by the Property Trustee, 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, 8.01 8.3 and 8.02 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 Certificate Distribution Account Registered Owners pursuant to Sections 5.02 and 5.03 Section 5.1 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall initially be permitted to the Owner Trustee and any co-paying agent chosen by the Owner Trustee. The Owner Trustee may resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall and appoint a successor to act as Paying 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 Registered Owner in trust for the benefit of the Certificateholders Registered Owners entitled thereto until such sums shall be paid to such CertificateholdersRegistered Owners. 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, 7.046.7, 8.01 6.8 and 8.02 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 the Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.01(a) and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent initially shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power be [ ] and remove any co-paying agent chosen by the Paying Agent if that is acceptable to 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. The Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. 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 (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 and 8.01 and 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 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 Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least Baa3 from Xxxxx'x and BBB- from Standard & Poor's, the Rating Agencies shall be given notice of such lower long term debt rating.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the discretion. The Paying Agent shall have failed initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably acceptable to perform its obligations under this Agreement in any material respectthe Administrative Trustees. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 unless the context requires otherwise.

Appointment of Paying Agent. The Owner Trustee hereby --------------------------- appoints the Indenture Trustee as Paying Agent under this Agreement. The Owner Trustee hereby appoints the Paying Agent to establish and maintain the Certificate Distribution Account. The Paying Agent shall make distributions to Certificateholders Residual Interestholders from the Certificate Distribution Account pursuant to Sections 5.02 Section 5.2 hereof and 5.03 [Section 4.02 of] the Master Servicing Agreement and ----------- ------------ shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying AgentAgent hereunder, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) [acceptable to the Securities Insurer]. 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 Owners in trust for the benefit of the Certificateholders Residual Interestholders entitled thereto until such sums shall be paid to such CertificateholdersOwners. 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 7.017.1, 7.03------------- 7.3, 7.04, 8.01 7.4 and 8.02 8.1 shall apply to the Owner Indenture Trustee also in its role as Paying ---------------- Agent, for so long as the Owner Indenture 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. [Notwithstanding anything herein to the contrary, the Paying Agent shall be the same entity as the Indenture Trustee under the Indenture and the Master Servicing Agreement, unless the Securities Insurer consents to a different Paying Agent or a Securities Insurer Default has occurred and is continuing. Notwithstanding any other provision, if a Securities Insurer Default occurs, then the Securities Insurer's consent or direction is not required. If the Paying Agent ceases to be the same entity as the Indenture Trustee under the Indenture and the Master Servicing Agreement, then, unless the Securities Insurer otherwise consents, the Paying Agent shall resign and the Owner Trustee shall assume the duties and obligations of the Paying Agent hereunder and under the Master Servicing Agreement.]]

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee U.S. Bank Trust National Association shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee U.S. Bank Trust National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 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 Certificate Distribution Collection Account pursuant to Sections 5.02 Section 5.2 hereof and 5.03 Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying AgentAgent hereunder, the Owner Trustee shall shall, pursuant to the direction of the Depositor, appoint a successor to act as Paying Agent (which shall at all times be a bank corporation duly incorporated and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust companypowers and subject to supervision or examination by federal or state authorities). 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee The Bank of New York shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Trust Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02, and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be [ ]. 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. The Any co-paying agent chosen by the Depositor and acceptable to the Owner Trustee shall act as the initial also be a Paying Agent. Each Paying Agent shall be permitted to may resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee shall a Paying Agent may no longer be the act as Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 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, 7.04 and 8.01 and 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 Certificateholders from the Certificate Distribution Account Certificateholder pursuant to Sections 5.02 and 5.03 Section 5.01(a) and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent initially shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power be Bank One, National Association, and remove any co-paying agent chosen by the Paying Agent if that is acceptable to 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. The Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Bank One, National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 7.04 and 8.01 and 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 Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent shall initially be The Bank of New York, and any co-paying agent chosen by the Paying Agent and acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeTrustee and the Depositor. In the event that the Owner Trustee The Bank of New York shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. 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 and 8.01 and 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 andAgent, 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 Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee U.S. Bank Trust National Association shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee U.S. Bank Trust National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee [ ] shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. 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 (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Citibank, N.A. shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Citibank, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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 Paying Agent if the Owner Trustee determines in its sole discretion that the discretion. The Paying Agent shall have failed initially be the Bank and any co-paying agent chosen by the Bank and reasonably acceptable to perform its obligations under this Agreement in any material respectthe Administrative Trustees. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Administrative Trustees and the Property Trustee. In If the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) that is reasonably acceptable to the Administrative Trustees to act as Paying Agent. The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Trust hereby appoints the Administrator as Paying Agent under this Agreement. The Paying Agent shall make distributions to Certificateholders the Transferor from the Certificate Distribution Collection Account and the Yield Maintenance Account pursuant to Sections 5.02 Section 5.2 hereof and 5.03 Section 5.01 of the Sale and shall report the amounts of such distributions to the Owner TrusteeServicing Agreement. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account and the Yield Maintenance 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Trustee Administrator shall no longer be the Paying AgentAgent hereunder, the Owner Trustee shall shall, pursuant to the direction of the Depositor, appoint a successor to act as Paying Agent (which (x) shall at all times be a bank corporation duly incorporated and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust companypowers and subject to supervision or examination by federal or state authorities and (y) shall not be entitled to compensation from the Trust 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 Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, Trust 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least "Baa3" from Moody's and "BBB-" from Standard & Poor's, the Rating Agencies shall bx xxxxx notice of such lower long term debt rating.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property 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 respectdiscretion. The Owner Trustee Paying Agents shall act initially be the Bank and ________________ (London), and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrative Trustees. Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Deutsche Bank Trust Company Americas shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Deutsche Bank Trust Company Americas shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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. (a) The Paying Agent shall make distributions to Certificateholders Noteholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report appropriate account or accounts maintained for the amounts benefit of such distributions to the Owner TrusteeNoteholders as specified in any Indenture Supplement. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account such appropriate account or accounts for the purpose of making the distributions referred to aboveabove and shall report such withdrawals to the Indenture Trustee. 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 initially be the Indenture Trustee and any co-paying agent chosen by the Issuer and acceptable to perform its obligations under this Agreement in any material respectthe Indenture Trustee. The Owner Indenture Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner TrusteeServicer. In the event that the Owner Indenture Trustee shall no longer be the Paying Agent, the Owner Indenture Trustee shall appoint a successor to act as Paying Agent (which who 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 reasonably acceptable to the Owner Trustee an instrument in which such successor Paying Agent Issuer. Issuer reserves the right at any time to vary or additional Paying Agent shall agree with terminate 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 appointment of a Paying Agent such for the Notes, and to appoint additional or other Paying Agent shall also return Agents, provided that it will at all funds in its possession to the Owner Trusteetimes maintain Indenture Trustee as a Paying Agent. The provisions of Sections 7.01, 7.03, 7.04, 8.01 6.1 and 8.02 6.4 shall apply to the Owner Indenture Trustee also in its role as Paying Agent, for so long as the Owner . Indenture Trustee shall act as Paying Agent and, will enter into any agency agreement reasonably acceptable to the extent applicable, to Indenture Trustee with any other co-paying agent appointed hereundernot a party to this Indenture, which will implement the provisions of this Indenture that relate to such agent. Any reference in this Agreement Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notice of all changes in the identity or specified office of a Paying Agent will be delivered promptly to the Noteholders by Indenture Trustee.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee Citibank, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account Certificateholder pursuant to Sections 5.02 and 5.03 Section 5.01(a) and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent initially shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power be [_________], and remove any co-paying agent chosen by the Paying Agent if that is acceptable to 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. The Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. 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 (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, 7.04 and 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall initially be U.S. Bank Trust National Association. U.S. Bank Trust National Association shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee U.S. Bank Trust National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 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 7.017.1, 7.037.3, 7.04, 8.01 7.4 and 8.02 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, 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 Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent initially shall be [ ], and any co-paying agent chosen by [ ] and acceptable ----------- ----------- to the Owner Trustee. [ ] shall be permitted to resign as Paying Agent ------ upon thirty (30) 30 days’ ' written notice to the Owner Trustee. 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 (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 and 8.01 and 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 Trust Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.1 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to aboveDepositor. The Owner Trustee Depositor may revoke such power and remove the Paying Agent if the Owner Trustee Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectrespect or that it is in the interest of the Trust Certificateholders to do so. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent initially shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Owner Trustee. 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 (which shall be a bank or trust company)Depositor. 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 Depositor 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 cause all sums, if any, to held by it the Collateral Agent for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be paid to such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon Upon removal of a Paying Agent such Paying Agent shall also return cause all funds in its the Collateral Agent’s possession to be returned to the Owner Trusteesuccessor Paying Agent. The provisions of Sections 7.017.1, 7.037.3, 7.04, 8.01 7.4 and 8.02 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, if and for so long as the Owner Trustee shall act as Paying Agent Agent, if 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 Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.01(a) and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent initially shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power be [ ] and remove any co-paying agent chosen by the Paying Agent if that is acceptable to 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. The Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. 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 (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, 7.04 and 8.01 and 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 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 Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act Trust hereby appoints Wilmington Trust Company as the initial Paying Agent. Each Paying Agent Wilmington Trust Company shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Wilmington Trust Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 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 7.017.1, 7.037.3, 7.04, 8.01 7.4 and 8.02 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, 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 Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company. Wilmington Trust Company shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Wilmington Trust Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent initially shall be JPMorgan Chase Bank. JPMorgan Chase Bank shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee JPMorgan Chase Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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 Trustee may appoint one or more paying agents (each, a “Paying Agent”) with respect to the Certificates of any Series. Any such Paying Agent shall be authorized to make distributions to Certificateholders of such Series from the Certificate Distribution Account for such Series pursuant to Sections 5.02 and 5.03 the provisions of the applicable Series Supplement and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the such 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 Trust Agreement in any material respect. The Owner Paying Agent shall initially be the Trustee shall act as and any co-paying agent chosen by the initial Paying AgentTrustee and acceptable to the Depositor. Each Any Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor or additional Paying Agent. The Trustee shall cause each successor to act as Paying 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 that it will 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 distributed to such CertificateholdersCertificateholders [and will agree to such other matters as are required by Section 317(b) of the Trust Indenture Act]. 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, 8.01 7.04 and 8.02 7.06 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 Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything contained herein to the contrary, the appointment of a Paying Agent pursuant to this Section 5.13 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement other than with respect to funds paid to such Paying Agent.

Appointment of Paying Agent. The Paying Agent shall initially be the Administrative Agent. The Issuer hereby appoints the Paying Agent as its agent to make distributions to Certificateholders Noteholders from the Certificate Distribution Master Collection Account pursuant to Sections SECTIONS 5.01 and 5.02 and 5.03 and shall to report the amounts of such distributions to the Owner TrusteeAdministrative Agent. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Master Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Issuer may revoke such power of the Paying Agent and remove the Paying Agent if the Owner Trustee determines Issuer determines, in its sole discretion discretion, that the Paying Agent shall have failed to perform its obligations under this Agreement Indenture in any material respect. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' prior written notice to the Owner Administrative Agent (if not then the Paying Agent), the Trustee, the Issuer, the Servicer and the Applicable Rating Agencies. In the event that the Owner Trustee Administrative Agent shall no longer be the Paying Agent, the Owner Trustee Issuer shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) which appointment shall be effective on the date on which the Person so appointed gives the Issuer written notice that it accepts the appointment. The Owner Trustee Administrative Agent shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Administrative Agent and the Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall acknowledge and 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 Noteholders in trust for the benefit of the Certificateholders Noteholders entitled thereto until such sums shall be paid to such CertificateholdersNoteholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee (or its designee), and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trusteeor the Trustee (or its designee). The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 SECTIONS 11.01 through 11.06 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, as if all references in the applicable provisions thereof to "the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement Trustee" and "the Administrative Agent" were references 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 Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property 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 respectdiscretion. The Owner Trustee Paying Agents shall act initially be the Bank and _________, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrative Trustees. Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 unless the context requires otherwise.

Appointment of Paying Agent. (a) The Indenture Trustee may appoint a Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions with respect to the Owner TrusteeInvestor Notes. Any The Indenture Trustee hereby appoints Chase as the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds and make distributions to Investor Noteholders from the Certificate Distribution Account appropriate account or accounts maintained for the purpose benefit of making Investor Noteholders as specified in this Base Indenture or the distributions referred related Indenture Supplement for any Series pursuant to above. ARTICLE V. The Owner Indenture Trustee may revoke such power and remove the Paying Agent Agent, if the Owner Indenture Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement the Indenture in any material respectrespect or for other good cause. The Owner Indenture Trustee shall act as notify the initial Rating Agency of the removal of any Paying Agent. Each If the Person that is acting as the Indenture Trustee is also acting as the Paying Agent, then such Person shall be permitted to resign as Paying Agent as and when such Person resigns as Indenture Trustee pursuant to the terms hereof. If the Person acting as Paying Agent is not the Person acting as Indenture Trustee hereunder, such Person shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Indenture Trustee. In the event that the Owner Trustee any Paying Agent shall no longer be the Paying Agent, the Owner Indenture Trustee shall appoint a successor to act as Paying 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 company and may be 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 Indenture Trustee) 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 consent 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 TrusteeIssuer. The provisions of Sections 7.0110.1, 7.0310.2, 7.0410.3, 8.01 10.6, 10.8 and 8.02 10.9 shall apply to the Owner Indenture Trustee also in its role as the capacity of Paying Agent, for so long as the Owner Indenture Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderAgent. Any reference in this Agreement the Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

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 Certificate Distribution Collection Account pursuant to Sections 5.02 Section 5.2 hereof and 5.03 Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying AgentAgent hereunder, the Owner Trustee shall shall, pursuant to the direction of the Seller, appoint a successor to act as Paying Agent (which shall at all times be a bank corporation duly incorporated and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust companypowers and subject to supervision or examination by federal or state authorities). 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, 8.01 and 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 Owner Trustee hereby --------------------------- appoints the Indenture Trustee as Paying Agent under this Agreement. The Owner Trustee hereby appoints the Paying Agent to establish and maintain the Certificate Distribution Account. The Paying Agent shall make distributions to Certificateholders Residual Interestholders from the Certificate Distribution Account pursuant to Sections 5.02 Section 5.2 hereof and 5.03 [Section 4.02 of] the Master Servicing Agreement and ----------- ------------ shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying AgentAgent hereunder, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) [acceptable to the Securities Insurer]. 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 Owners in trust for the benefit of the Certificateholders Residual Interestholders entitled thereto until such sums shall be paid to such CertificateholdersOwners. 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 7.017.1, 7.037.3, 7.04, 8.01 7.4 and 8.02 8.1 shall apply to the Owner Indenture Trustee also in its ------------------------------ role as Paying Agent, for so long as the Owner Indenture 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. [Notwithstanding anything herein to the contrary, the Paying Agent shall be the same entity as the Indenture Trustee under the Indenture and the Master Servicing Agreement, unless the Securities Insurer consents to a different Paying Agent or a Securities Insurer Default has occurred and is continuing. Notwithstanding any other provision, if a Securities Insurer Default occurs, then the Securities Insurer's consent or direction is not required. If the Paying Agent ceases to be the same entity as the Indenture Trustee under the Indenture and the Master Servicing Agreement, then, unless the Securities Insurer otherwise consents, the Paying Agent shall resign and the Owner Trustee shall assume the duties and obligations of the Paying Agent hereunder and under the Master Servicing Agreement.]]

Appointment of Paying Agent. The Paying Agent (the "Paying Agent") shall make distributions to Certificateholders from the Certificate Distribution Collection Account pursuant to Sections 5.02 and 5.03 Section 7.04 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Trustee, if the Paying Agent is other than the 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall initially be the Trustee. The Trustee shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. 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 (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The ; provided, however, the Owner Trustee shall act as have no duty to monitor or oversee the initial Paying Agent. Each compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall be Xxxxx Fargo Bank, National Association, and any co-paying agent chosen by the Trust. Xxxxx Fargo Bank, National Association shall be permitted to resign as (2010-B Amended and Restated Trust Agreement) Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee Xxxxx Fargo Bank, National Association shall no longer be the Paying Agent, the Depositor, with the consent of the Owner Trustee Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Trust shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trust 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, 8.01 and 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 Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Collection Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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 12 (Nissan 2008-A Amended & Restated Trust Agreement) 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. The Paying Agent shall initially be Wilmington Trust Company, and any co-paying agent chosen by the Owner Trustee shall act as Trustee, and acceptable to the initial Paying AgentOwner Trustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Indenture Trustee and, if the Paying Agent is not the Owner Trustee, to the Owner Trustee. In the event that the Owner Trustee Wilmington Trust Company shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 7.01, 7.03, 7.04, 8.01 and 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 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 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 Certificate Distribution Collection Account and the Reserve Account pursuant to Sections 5.02 Section 5.2 hereof and 5.03 Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Collection Account and the 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. In the event that the Owner Indenture Trustee shall no longer be the Paying AgentAgent hereunder, the Owner Trustee shall shall, pursuant to the direction of the Depositor, appoint a successor to act as Paying Agent (which shall at all times be a bank corporation duly incorporated and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust companypowers and subject to supervision or examination by federal or state authorities). 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, 8.01 and 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 Certificateholders the Certificateholder from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be [ ], and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. 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 (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, 7.04 and 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent initially shall be [___________], and any co-paying agent chosen by [___________] and acceptable to the Owner Trustee. [____________] shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. 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 (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 and 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least Baa3 from Moody's and BBB- from Standard & Poor's, the Rating Agencies shall xx xxxxn notice of such lower long term debt rating.

Appointment of Paying Agent. The Except as otherwise --------------------------- provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall initially be permitted to resign as Paying Agent upon thirty (30) days’ written notice the Owner Trustee, and any co-paying agent chosen by the Owner Trustee, and acceptable to the Owner Trustee. In the event that If the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 7.046.7, 8.01 6.8 and 8.02 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. Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Owner Trustee.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders Securityholders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the discretion. The Paying Agent shall have failed initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably acceptable to perform its obligations under this Agreement in any material respectthe Administrators. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Administrators and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Depositor, or if an Issuer Trust Default shall have occurred and be continuing, the Property Trustee, shall appoint a successor that is reasonably acceptable to the Administrators to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to shall execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, 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 Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. 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, 8.01 8.3 and 8.02 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 Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Trustee may appoint one or more paying agents (each, a "Paying Agent") with respect to the Certificates of any Series. Any such Paying Agent shall be authorized to make distributions to Certificateholders of such Series from the Certificate Distribution Account for such Series pursuant to Sections 5.02 and 5.03 the provisions of the applicable Series Supplement and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the such 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 -38- this Trust Agreement in any material respect. The Owner Paying Agent shall initially be the Trustee shall act as and any co-paying agent chosen by the initial Paying AgentTrustee and acceptable to the Depositor. Each Any Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written ' notice to the Owner Trustee. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor or additional Paying Agent. The Trustee shall cause each successor to act as Paying 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 that it will 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 distributed to such CertificateholdersCertificateholders and will agree to such other matters as are required by Section 317(b) of the Trust Indenture Act. 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, 8.01 7.04 and 8.02 7.06 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 Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything contained herein to the contrary, the appointment of a Paying Agent pursuant to this Section 5.12 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement other than with respect to funds paid to such Paying Agent.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent shall initially be Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner TrusteeTrustee and 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 (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, 8.01 7.4 and 8.02 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 Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least Baa3 from Mooxx'x xxd BBB- from Standard & Poor's, the Rating Agencies shall be given notice of such lower long term debt rating.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Collection Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall initially be o, and any co-paying agent chosen by o, and acceptable to the Owner Trustee. o shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee o shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 7.01, 7.03, 7.04, 7.04 and 8.01 and 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 Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account for the purpose of making the distributions Distributions referred to above. The Owner Property 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 respectdiscretion. The Owner Trustee Paying Agents shall act initially be the Bank and Credit Suisse First Boston Corporation, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrative Trustees. Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor that is reasonably acceptable to the Administrative Trustees to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to 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, 8.01 8.3 and 8.02 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 unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Collection Account pursuant to Sections Section 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall initially be -, and any co-paying agent chosen by -, and acceptable to the Owner Trustee. - shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. 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 (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, 7.04 and 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Citibank, N.A. shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee Citibank, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least "Baa3" from Moody's and "BBB-" from Standard & Poor's, the Rating Agencies shalx xx xxven notice of such lower long term debt rating.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee Bank of New York shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee The Bank of New York shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee U.S. Bank Trust National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee [_______] shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. 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 (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, 8.01 and 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 Trustee may appoint one or more paying agents (each, a "Paying Agent") with respect to the Certificates of any Series. Any such Paying Agent shall be authorized to make distributions to Certificateholders of such Series from the Certificate Distribution Account for such Series pursuant to Sections 5.02 and 5.03 the provisions of the applicable Series Supplement and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the such 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 Trust Agreement in any material respect. The Owner Paying Agent shall initially be the Trustee shall act as and any co-paying agent chosen by the initial Paying AgentTrustee and acceptable to the Depositor. Each Any Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written ' notice to the Owner Trustee. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor or additional Paying Agent. The Trustee shall cause each successor to act as Paying 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 that it will 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 distributed to such CertificateholdersCertificateholders and will agree to such other matters as are required by Section 317(b) of the Trust Indenture Act. 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, 8.01 7.04 and 8.02 7.06 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 Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything contained herein to the contrary, the appointment of a Paying Agent pursuant to this Section 5.12 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Trust Agreement other than with respect to funds paid to such Paying Agent.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee shall act JPMorgan Chase Bank, N.A. is hereby appointed as the initial Paying Agent. Each The Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. In the event that the Owner Trustee shall no longer be If the Paying AgentAgent shall resign or be removed, the Owner Trustee shall appoint a successor to act as Paying 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, 7.046.7, 8.01 6.8 and 8.02 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 Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner Property Trustee (if the Paying Agent is not the Property Trustee) and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Payment Account solely for the purpose of making the distributions Distributions referred to above. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines in its their sole discretion that the discretion. The Paying Agent shall have failed to perform its obligations under this Agreement in any material respectinitially be the Property Trustee. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Administrative Trustees and, if the Paying Agent is not the Property Trustee, the Property Trustee. In If the event that the Owner Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee Administrative Trustees shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) to act as Paying Agent. The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to Administrative Trustees 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, 8.01 8.3 and 8.02 8.6 herein shall apply to the Owner Property Trustee also in its role as Paying Agent, for so long as the Owner Property Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent additional Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent such additional Paying Agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections Owners in accordance with Section 5.02 and 5.03 the Basic Documents and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Trust Account for the purpose of making the distributions referred to above. The Owner Trustee Depositor may revoke such power and remove the Paying Agent if the Owner Trustee Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee shall act as the initial Paying Agent. Each Paying Agent hereunder initially shall be the Trust Administrator, and any co-paying agent chosen by the Trust Administrator. The Trust Administrator shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Depositor and the Owner Trustee. In the event that the Owner Trustee Trust Administrator shall no longer be the Paying Agent, the Owner Trustee Depositor shall appoint a successor to act as Paying Agent (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 Depositor and the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Depositor and 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 Owners in trust for the benefit of the Certificateholders Owners entitled thereto until such sums shall be paid to such CertificateholdersOwners. 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 and 8.01 and 8.02 shall apply to the Owner Trustee Trust Administrator also in its role as Paying Agent, for so long as the Owner Trustee Trust Administrator 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 Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Owner Trustee [________] shall act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Trustee. 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 (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, 8.01 and 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 Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03 Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee 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. The Paying Agent initially shall be Western Financial Bank and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee shall act as the initial Paying AgentTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ ' written notice to the Owner Trustee. In the event that the Owner Trustee Western Financial Bank shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying 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 and 8.01 and 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. If the long term debt rating of the Paying Agent shall not be at least Baa3 from Moodx'x xxx BBB- from Standard & Poor's, the Rating Agencies shall be given notice of such lower long term debt rating.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders Holders from the Certificate Distribution Payment Account pursuant to Sections 5.02 and 5.03 and shall report the amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution 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 discretion. The Paying Agent shall have failed to perform its obligations under this Agreement in any material respectinitially be the Property Trustee. The Owner Trustee shall act Any Person acting as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) 30 days’ written notice to the Owner Administrative Trustees and the Property Trustee. In the event that the Owner Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Property Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company)) that is reasonably acceptable to the Administrative Trustees to act as Paying Agent. The Owner Trustee shall cause such Such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to Administrative Trustees 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, 8.01 8.3 and 8.02 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.