Common use of Appointment of Paying Agent Clause in Contracts

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders from the Payment Account Trust Certificateholders pursuant to Section 5.1 and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to aboveDepositor. The Property Trustee Depositor may revoke such power and remove any the Paying Agent if the Depositor determines in its sole discretiondiscretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Trust Certificateholders to do so. The Paying Agent initially shall initially be the Property Indenture Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and any co-paying agent chosen by the Property Trustee. In the event that the Property Indenture Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably and acceptable to the Administrators to act as Paying AgentDepositor. Such The Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Depositor to execute and deliver to the Issuer Trustees Depositor an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Trust Certificateholders in trust for the benefit of the Holders Trust Certificateholders entitled thereto until such sums shall be paid to such HoldersTrust Certificateholders. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.1, 8.3 7.3, 7.4 and 8.6 herein 8.1 shall apply to the Bank Owner Trustee also in its role as Paying Agent, if and for so long as the Bank 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 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. BB&T. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If BB&T shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Administrative Trustees to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also BB&T in its role as Paying Agent, for so long as the Bank BB&T 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 distributions to Holders the Certificateholders from the Payment Certificate Distribution Account pursuant to Section 5.01(a) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be Wilmington Trust Company and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee Wilmington Trust Company shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be paid to such HoldersCertificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank Owner Trustee 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Trustee, unless the context requires otherwise.

Appointment of Paying Agent. The Owner Trustee, on behalf of the Trust, hereby appoints the Trust Agent as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders Owners from the Payment Residual Distribution Account pursuant to Section 5.02 hereof and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Residual Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee on behalf of the Trust may revoke such power and remove any the Paying Agent if the Owner Trustee is directed in its sole discretionwriting to do so by the Administrator. The Paying Agent shall initially be the Property Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property TrusteeTrust. In the event that the Property Trustee Trust Agent shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Trustee Administrator shall appoint a successor to act as Paying Agent (which shall be a bank or trust company) that is reasonably company acceptable to the Administrators to act as Paying AgentInsurer). Such The Administrator shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrator to execute and deliver to the Issuer Trustees Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Owners in trust for the benefit of the Holders Owners entitled thereto until such sums shall be paid to such Holdersthe Owners. The Paying Agent shall return all unclaimed funds to the Property Trustee Trust and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property TrusteeTrust. The provisions of Sections 8.17.01, 8.3 7.03, 7.04, 8.01 and 8.6 herein 8.02 shall apply to the Bank Trust Agent also in its role as Paying Agent, for so long as the Bank Trust Agent 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. Notwithstanding anything herein to the contrary, the Trust Agent and the Paying Agent shall be the same entity as the Indenture Trustee under the Indenture and the Sale and Servicing Agreement, unless an Insurer Default has occurred and is continuing.

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders from the Payment Account Certificateholder pursuant to Section 5.01(a) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be The Bank of New York Trust Company, N.A., and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee The Bank of New York Trust Company, N.A. shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be paid to such HoldersCertificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank Owner Trustee 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 distributions to Holders the Certificateholder from the Payment Certificate Distribution Account pursuant to Section 5.01(b) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be Citibank, N.A. and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee Citibank, N.A. shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be have been paid to such Holdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent Paying Agent appointed hereunder. Further, the rights, protections and immunities granted to the Indenture Trustee under the Indenture shall inure to the benefit of Citibank, N.A. acting as Paying Agent hereunder. Any reference in this 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Property Trustee shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Trustee, unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Property Trustee shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Administrative Trustees to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Property Trustee shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1801, 8.3 803 and 8.6 806 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent appointed by the Property Trustee, or any additional Paying Agent appointed by the Administrators Administrators, shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeThe Fifth Third Bank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If The Fifth Third Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the The Fifth Third Bank also in its role as Paying Agent, for so long as the The Fifth Third 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 Owner Trustee hereby appoints the Indenture Trustee as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders the Transferor from the Payment Distribution Account pursuant to Section 6.2 hereof and Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Indenture Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedhereunder, the Property Owner Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall at all times be a 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 powers and subject to supervision or examination by federal or state authorities). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Transferor in trust for the benefit of the Holders entitled thereto Transferor until such sums shall be paid to such Holdersthe Transferor. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders the Certificateholder from the Payment Certificate Distribution Account pursuant to Section 5.01(b) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be Wilmington Trust, National Association and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee Wilmington Trust, National Association shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be have been paid to such Holdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank 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 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. BB&T. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If BB&T shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Administrative Trustees to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also BB&T in its role as Paying Agent, for so long as the Bank BB&T 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 distributions to Holders from the Payment Account Certificateholder pursuant to Section 5.01(a) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be The Bank of New York Trust Company, N.A., and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee shall The Bank of New York Trust Company, N.A.shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be paid to such HoldersCertificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank Owner Trustee 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto 40 until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent appointed by the Property Trustee, or any additional Paying Agent appointed by the Administrators Administrators, shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders Securityholders from the Payment Account and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its sole discretionobligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property TrusteeBank, and any co-paying agent chosen by the Bank, and acceptable to the Administrative Trustees and the Sponsor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the AdministratorsAdministrative Trustees, the Property Trustee and the Property TrusteeSponsor. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Sponsor 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). Such The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrative Trustees to execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders Securityholders in trust for the benefit of the Holders Securityholders entitled thereto until such sums shall be paid to such HoldersSecurityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Owner Trustee hereby appoints the Administrator as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders the Transferor from the Payment Collection Account pursuant to Section 5.2 hereof and shall report Section 5.01 of the amounts of such Distributions to the Property Trustee Sale and the AdministratorsServicing Agreement. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Collection Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee Administrator shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedhereunder, the Property Owner Trustee shall shall, pursuant to the direction of the Depositor, appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which (x) shall at all times be a 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 powers and subject to supervision or examination by federal or state authorities and (y) shall not be entitled to compensation from the Trust Estate). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Transferor in trust for the benefit of the Holders entitled thereto Transferor until such sums shall be paid to such Holdersthe Transferor. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders the Certificateholders from the Payment Certificate Distribution Account pursuant to Section 5.01(a) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be Wilmington Trust, National Association and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee Wilmington Trust, National Association shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholders in trust for the benefit of the Holders Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank 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 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 Trust hereby appoints the Administrator as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders the Transferor from the Payment Collection Account pursuant to Section 5.2 hereof and shall report Section 5.01 of the amounts of such Distributions to the Property Trustee Sale and the AdministratorsServicing Agreement. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Collection Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee Administrator shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedhereunder, the Property Owner Trustee shall shall, pursuant to the direction of the Depositor, appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which (x) shall at all times be a 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 powers and subject to supervision or examination by federal or state authorities and (y) shall not be entitled to compensation from the Trust Estate). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Transferor in trust for the benefit of the Holders entitled thereto Transferor until such sums shall be paid to such Holdersthe Transferor. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeWilmington Trust Company. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Wilmington Trust Company shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee[Name]. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If [Name] shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Administrative Trustees to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank [Name] also in its role as Paying Agent, for so long as the Bank [Name.] 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBanco Popular de Puerto Rico. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Banco Popular de Puerto Rico shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also Banco Popular de Puerto Rico in its role as Paying Agent, for so long as the Bank Banco Popular de Puerto Rico 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Property Trustee shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Owner Trustee hereby appoints the Indenture Trustee as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders the Transferor from the Payment Collection Account pursuant to Section 5.2 hereof and Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such Distributions distributions to the Property Owner Trustee and the AdministratorsInsurer. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Collection Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Indenture Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedhereunder, the Property Owner Trustee shall shall, pursuant to the direction of the Depositor, appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which (x) shall at all times be a 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 powers and subject to supervision or examination by federal or state authorities and (y) shall not be entitled to compensation from the Trust Estate). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Transferor in trust for the benefit of the Holders entitled thereto Transferor until such sums shall be paid to such Holdersthe Transferor. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Owner Trustee hereby appoints the Indenture Trustee as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders the Transferor from the Payment Collection Account pursuant to Section 5.2 hereof and Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Collection Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Indenture Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedhereunder, the Property Owner Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall at all times be a 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 powers and subject to supervision or examination by federal or state authorities). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Transferor in trust for the benefit of the Holders entitled thereto Transferor until such sums shall be paid to such Holdersthe Transferor. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeWilmington Trust Company. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Wilmington Trust Company shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also Wilmington Trust Company in its role as Paying Agent, for so long as the Bank Wilmington Trust Company shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Declaration of 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeZions First National Bank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Zions First National Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Zions First National Bank also in its role as Paying Agent, for so long as the Zions First National 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its sole discretionobligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Bank, and any co-paying agent chosen by the Property Trustee, and acceptable to the Administrative Trustees and the Sponsor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the AdministratorsAdministrative Trustees, the Property Trustee and the Property TrusteeSponsor. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Sponsor 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). Such The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrative Trustees to execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders from the Payment Account and shall report the amounts of such Distributions Certificateholders pursuant to the Property Trustee and the AdministratorsSection 5.02. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Collection Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee may revoke such power and remove any the Paying Agent if the Owner Trustee determines in its sole discretion. The discretion that the Paying Agent shall initially have failed to perform its obligations under this Agreement in any material respect. U.S. Bank National Association shall be the Property Trusteeinitial Paying Agent. Any Person acting as Paying Agent shall be permitted Except in connection with a transfer pursuant to resign as Paying Agent upon 30 days' written notice to Section 6.09 of the AdministratorsIndenture, and the Property Trustee. In in the event that the Property Indenture Trustee and the Paying Agent shall no longer be the Paying Agent same Person, or a successor if the Paying Agent shall resign or its authority to act not be revokedan Affiliate of the Indenture Trustee, then the Property Trustee Depositor 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). Such The Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Depositor to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholders in trust for the benefit of the Holders Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Owner Trustee, on behalf of the Trust, hereby appoints the Trust Agent as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders Owners from the Payment Residual Distribution Account pursuant to Section 5.02 hereof and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Residual Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee on behalf of the Trust may revoke such power and remove any the Paying Agent if the Owner Trustee is directed in its sole discretionwriting to do so by the Administrator. The Paying Agent shall initially be the Property Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property TrusteeTrust. In the event that the Property Trustee Trust Agent shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Trustee Administrator shall appoint a successor to act as Paying Agent (which shall be a bank or trust company) that is reasonably company acceptable to the Administrators to act as Paying AgentInsurer). Such The Administrator shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrator to execute and deliver to the Issuer Trustees Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Owners in trust for the benefit of the Holders Owners entitled thereto until such sums shall be paid to such Holdersthe Owners. The Paying Agent shall return all unclaimed funds to the Property Trustee Trust and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property TrusteeTrust. The provisions of Sections 8.17.01, 8.3 7.03, 7.04, 8.01 and 8.6 herein 8.02 shall apply to the Bank Trust Agent also in its role as Paying Agent, for so long as the Bank Trust Agent 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. Notwithstanding anything herein to the contrary, the Trust Agent and the Paying Agent shall be the same entity as the Indenture Trustee under the Indenture and the Sale and Servicing Agreement, unless an Insurer Default has occurred and is continuing.

Appointment of Paying Agent. The Owner Trustee, on behalf of the Trust, hereby appoints the Trust Agent as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders Owners from the Payment Residual Distribution Account pursuant to Section 5.02 hereof and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Residual Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee on behalf of the Trust may revoke such power and remove any the Paying Agent if the Owner Trustee is directed in its sole discretionwriting to do so by the Administrator. The Paying Agent shall initially be the Property Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property TrusteeTrust. In the event that the Property Trustee Trust Agent shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Trustee Administrator shall appoint a successor to act as Paying Agent (which shall be a bank or trust company) that is reasonably company acceptable to the Administrators to act as Paying AgentInsurer). Such The Administrator shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrator to execute and deliver to the Issuer Trustees Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Owners in trust for the benefit of the Holders Owners entitled thereto until such sums shall be paid to such Holdersthe Owners. The Paying Agent shall return all unclaimed funds to the Property Trustee Trust and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property TrusteeTrust. The provisions of Sections 8.17.01, 8.3 7.03, 7.04, 8.01 and 8.6 herein 8.02 shall apply to the Bank Trust Agent also in its role as Paying Agent, for so long as the Bank Trust Agent 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. Notwithstanding anything herein to the contrary, the Trust Agent and the Paying Agent shall be the same entity as the Indenture Trustee under the Indenture and the Sale and Servicing Agreement, unless an Insurer Default has occurred and is continuing. In such event, the Trust Agent and the Paying Agent shall resign and the Owner Trustee shall assume the duties and obligations of the Trust Agent and the Paying Agent hereunder and under the Sale and Servicing Agreement.

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all funds unclaimed funds for two years to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders from the Payment Account and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent if it determines in its sole discretiondiscretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' days written notice to the Administrators, Property Trustee and the Property TrusteeDepositor. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall be a bank or trust company). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the Bank shall act as Paying Agent andapply, 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 distributions to Holders Certificateholders from the Payment Certificate Distribution Account and shall report the amounts of such Distributions pursuant to the Property Trustee and the AdministratorsSection 5.2. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Certificate Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee may appoint and may revoke such power and remove any the Paying Agent if the Owner Trustee determines in its sole discretion. The discretion that the Paying Agent shall initially be have failed to perform its obligations under this Agreement in any material respect. The Bank of New York Mellon is hereby appointed as the Property Trusteeinitial Paying Agent. Any Person acting as The Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In If the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedremoved, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees Owner Trustee 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 Holders Certificateholders in trust for the benefit of the Holders Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Paying Agent shall return all unclaimed funds to the Property Trustee Trust and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property TrusteeTrust. The provisions of Sections 8.16.3, 8.3 6.6, 6.7, 6.8 and 8.6 herein 6.9 shall apply apply, mutatis mutandis, to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank Owner Trustee 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 Holders Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrators. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall be a bank or trust company). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders Securityholders in trust for the benefit of the Holders Securityholders entitled thereto until such sums shall be paid to such HoldersSecurityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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-co- paying agent chosen by the Property Trustee unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make Distributions distributions to Holders the Certificateholders from the Payment Certificate Distribution Account pursuant to Section 5.01(a) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be Wilmington Trust, National Association and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee Wilmington Trust, National Association shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be paid to such HoldersCertificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank 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 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be 39 - 34 - paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders from the Payment Account Residual Interest Certificateholder pursuant to Section 5.02(a) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to aboveOwner Trustee. The Property Owner Trustee may revoke such power and remove any the Paying Agent if the Owner Trustee determines in its sole discretiondiscretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be U.S. Bank National Association, and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee U.S. Bank National Association shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be paid to such HoldersCertificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank Owner Trustee 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrators. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrators shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall be a bank or trust company). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Owner Trustee hereby appoints the Indenture Trustee as Paying Agent under this Agreement. The Paying Agent shall make Distributions distributions to Holders the Transferor from the Payment Distribution Account pursuant to Section 5.2 hereof and Section 5.01 of the Sale and Servicing Agreement and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any The Paying Agent shall have the revocable power to withdraw funds from the Payment Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Indenture Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedhereunder, the Property Owner Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall at all times be a 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 powers and subject to supervision or examination by federal or state authorities). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Transferor in trust for the benefit of the Holders entitled thereto Transferor until such sums shall be paid to such Holdersthe Transferor. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Administrative Trustees to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 payments of Distributions, the Redemption Price and the Liquidation Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrators. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall be a bank or trust company). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent appointed by the Property Trustee, or any additional Paying Agent appointed by the Administrators Administrators, shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBanco Popular de Puerto Rico. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Banco Popular de Puerto Rico shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections Section 8.1, Section 8.3 and Section 8.6 herein shall apply to the Bank also Banco Popular de Puerto Rico in its role as Paying Agent, for so long as the Bank Banco Popular de Puerto Rico 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree 38 - 33 - with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that If the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Administrative Trustees and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the M&I Bank also in its role as Paying Agent, for so long as the M&I 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the AdministratorsAdministrative Trustees, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeThe Bank of New York. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If The Bank of New York shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.18.1 (other than (c), (d), (e)(ii), (e)(iv) and (e)(viii) thereof), 8.3 (except (g) and (j) thereof) and 8.6 herein shall apply to the The Bank of New York also in its role as Paying Agent, for so long as the The Bank of New York 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBanco Popular de Puerto Rico. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Banco Popular de Puerto Rico shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections Section 8.1, Section 8.3 and Section 8.6 herein shall apply to the Bank also Banco Popular de Puerto Rico in its role as Paying Agent, for so long as the Bank Banco Popular de Puerto Rico 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 Trust appoints the Bank as Paying Agent. The Paying Agent shall act as the agent of the Depositor and not as the agent of the Holders. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank and any co-paying agent chosen by the Bank and reasonably acceptable to the Administrators. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall Bank is no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be is revoked, the Property Trustee Administrators shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall be a bank or trust company having a combined capital and surplus of at least $400,000,000). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the Bank shall act as Paying Agent 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 distributions to Holders Securityholders from the Payment Account and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its sole discretionobligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property TrusteeBank. The Paying Agent may choose any co-paying agent that is acceptable to the Administrative Trustees and the Depositor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the AdministratorsAdministrative Trustees, the Property Trustee and the Property TrusteeDepositor. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor 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). Such The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrative Trustees to execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders Securityholders in trust for the benefit of the Holders Securityholders entitled thereto until such sums shall be paid to such HoldersSecurityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' days written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent appointed by the Property Trustee, or any additional Paying Agent appointed by the Administrators Administrators, shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its sole discretionobligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property Trustee, and any co-paying agent chosen by the Property Trustee, and acceptable to the Administrative Trustees and the Depositor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property TrusteeDepositor. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor that is acceptable to the Depositor 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). Such The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrative Trustees to execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders Securityholders in trust for the benefit of the Holders Securityholders entitled thereto until such sums shall be paid to such HoldersSecurityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders Certificateholders from the Payment Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Certificate Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee may revoke such power and remove any the Paying Agent if the Owner Trustee determines in its sole discretiondiscretion 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 Property Trustee_____. Any Person acting as Paying Agent _____ shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee _____ shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Certificateholders in trust for the benefit of the Holders Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.1, 8.3 7.3, 7.4 and 8.6 herein 8.1 shall apply to the Bank Owner Trustee also in its role as Paying Agent, Agent for so long as the Bank 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 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 the Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeThe Bank of New York. Any Person acting as Paying Agent shall -27- be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If The Bank of New York shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.18.1 (other than (c), (d), (e)(i), (e)(iii) and (e)(vii) thereof), 8.3 (except (g) and (j) thereof) and 8.6 herein shall apply to the The Bank of New York also in its role as Paying Agent, for so long as the The Bank of New York 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 Holders Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBank, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrative Trustees. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees, or if an Issuer Trust Default shall have occurred and be continuing, the Property Trustee 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) that is reasonably acceptable to the Administrators to act as Paying Agent). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders Securityholders in trust for the benefit of the Holders Securityholders entitled thereto until such sums shall be paid to such HoldersSecurityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders Equity Certificateholders from the Payment Equity Certificate Distribution Account pursuant to Section 5.2, and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Equity Certificate Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee may revoke such power and remove any the Paying Agent if the Owner Trustee determines in its sole discretiondiscretion 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 Property Owner Trustee, and any co-paying agent (which shall be a bank or trust company) chosen by the Owner Trustee. Any Person acting as Paying Agent chosen by the Owner Trustee shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Owner Trustee. In the event that the Property The Owner Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional cause each Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Equity Certificateholders in trust for the benefit of the Holders Equity Certificateholders entitled thereto until such sums shall be paid to such HoldersEquity Certificateholders. The Paying Agent shall return all unclaimed funds to the Property Trustee Owner Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.1, 8.3 7.3, 7.4 and 8.6 herein 8.2 shall apply to the Bank Owner Trustee also in its role as Paying Agent, Agent for so long as the Bank 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 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 distributions to Holders from the Payment Account Certificateholders pursuant to Section 5.2 and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsOwner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Reserve Account solely for the purpose of making the Distributions distributions referred to above. The Property Owner Trustee may revoke such power and remove any the Paying Agent if the Owner Trustee determines in its sole discretiondiscretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be [ ] and any co-paying agent chosen by [ ] and acceptable to the Property TrusteeServicer. Any Person acting as The Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Owner Trustee and the Property TrusteeServicer. In the event that the Property Trustee [ ] shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Certificateholders in trust for the benefit of the Holders Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.1, 8.3 Articles VII and 8.6 herein VIII shall apply to [ ] or the Bank Owner Trustee also in its role as Paying Agent, for so long as [ ] or the Bank Owner Trustee 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee Trustee, the Administrators and the AdministratorsDepositor. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees Property Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees Property 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Trustee, unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make Distributions distributions to Holders Certificateholders from the Payment Trust Account pursuant to Article V and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Trust Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent if the Trustee determines in its sole discretiondiscretion 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 Property TrusteeU.S. Bank Trust National Association. Any Person acting as Paying Agent U.S. Bank Trust National Association shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trusteenotice. In the event that the Property Trustee U.S. Bank Trust National Association shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the 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). Such The Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Trustee to execute and deliver to the Issuer Trustees Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Certificateholders in trust for the benefit of the Holders Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Paying Agent shall return all unclaimed funds to the Property Trustee Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Agents. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Agents may revoke such power and remove any the Paying Agent if such Agents determine in their sole discretion that the Paying Agent shall have failed to perform its sole discretionobligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property TrusteeBank, and any co-paying agent chosen by the Bank, and acceptable to the Administrative Agents and the Depositor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the AdministratorsAdministrative Agents, the Property Trustee and the Property TrusteeDepositor. In the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Agents shall appoint a successor that is acceptable to the Property Trustee and the Depositor 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). Such The Administrative Agents shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Administrative Agents to execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders Securityholders in trust for the benefit of the Holders Securityholders entitled thereto until such sums shall be paid to such HoldersSecurityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 Sections_8.1,_8.3 and_8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent appointed by the Property Trustee, or any additional Paying Agent appointed by the Administrators Administrators, shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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.also

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeM&I Bank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If M&I Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Administrative Trustees, the Sponsor and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the M&I Bank also in its role as Paying Agent, for so long as the M&I 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 distributions to Holders the Certificateholders from the Payment Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such Distributions distributions to the Property Trustee and the AdministratorsTrustee. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Certificate Distribution Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent if Trustee determines in its sole discretiondiscretion that Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Property Norwest Bank Minnesota, National Association, and any co-paying agent chosen by and acceptable to Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer not be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the 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). Such Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Trustee to execute and deliver to the Issuer Trustees Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees 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 Holders Certificateholders in trust for the benefit of the Holders Certificateholders entitled thereto until such sums shall be paid to such HoldersCertificateholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.17.1, 8.3 7.3, 7.4 and 8.6 herein 8.1 shall apply to the Bank Trustee also in its role as Paying Agent, for so long as the Bank Trustee 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.. 8

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent appointed by the Property Trustee, or any additional Paying Agent appointed by the Administrators Administrators, shall execute and deliver to the Issuer Trustees Property Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees Property 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that If the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 8.3, 8.4 and 8.6 herein shall apply to the Bank also Property Trustee in its role as Paying Agent, for so long as the Bank Property Trustee 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBanco Popular de Puerto Rico. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Banco Popular de Puerto Rico shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also Banco Popular de Puerto Rico in its role as Paying Agent, for so long as the Bank Banco Popular de Puerto Rico 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. above.[^] The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee [^] [Administrators] shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators [^] to act as Paying Agent. Such successor Paying Agent appointed by the [^] [Administrators], or any additional Paying Agent appointed by the Administrators Administrators, shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such those Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such that power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrators and the Property Trustee. In the event that If the Property Trustee shall is no longer be the Paying Agent or a successor Paying Agent shall resign resigns or its authority to act be is revoked, the Property Trustee shall appoint a successor (successor, which shall be a bank or trust company) , that is reasonably acceptable to the Administrators to act as Paying Agent. Such That successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees and the Administrators an instrument in which such that successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that and the Administrators that, as Paying Agent, such that successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such those sums shall be paid to such those Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee as promptly as reasonably practicable and upon removal of a Paying Agent such Agent, that Paying Agent also shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 8.3, and 8.6 herein shall apply to the Bank also Property Trustee in its role as Paying Agent, for so Agent as long as the Bank shall act Property Trustee acts 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. 241 Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such successor Paying 30 Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all funds unclaimed funds for two years to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeThe Fifth Third Bank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If The Fifth Third Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also [_______________] in its role as Paying Agent, for so long as the 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 distributions to Holders from the Payment Account and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent if it determines in its sole discretiondiscretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Property Trustee and the Property TrusteeDepositor. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying AgentAgent (which shall be a bank or trust company). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the Bank shall act as Paying Agent andapply, 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee Trustee, the Administrators and the AdministratorsDepositor. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Trustee, unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsManaging Member. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Managing Member may revoke such power and remove any the Paying Agent if they determine in their sole discretion that the Paying Agent shall have failed to perform its sole discretionobligations under this Agreement in any material respect. The Paying Agent shall initially be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and acceptable to the Property TrusteeManaging Member. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, and the Property TrusteeCompany. In the event that the Property Trustee Wilmington Trust Company shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Managing Member shall appoint a successor that is acceptable to them 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). Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Managing Member shall execute and deliver to the Issuer Trustees Company an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees Company 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 Holders Securityholders in trust for the benefit of the Holders Securityholders entitled thereto until such sums shall be paid to such HoldersSecurityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee Company and upon resignation or removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the Bank shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunderCompany. 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Property Trustee shall execute and deliver to the Issuer Trustees Property Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees Property 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 distributions to Holders from the Payment Account Certificateholder pursuant to Section 5.01(a) and shall report the amounts of such Distributions distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretionOwner Trustee. The Paying Agent initially shall initially be [ ], and any co-paying agent chosen by the Property Paying Agent that is acceptable to the Owner Trustee. Any Person acting as Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, and the Property Owner Trustee. In the event that the Property Trustee [ ] shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revokedAgent, the Property Owner 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). Such The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall Owner Trustee to execute and deliver to the Issuer Trustees Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that 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 Holders Certificateholder in trust for the benefit of the Holders Certificateholder entitled thereto until such sums shall be paid to such HoldersCertificateholder. The Paying Agent shall return all unclaimed funds to the Property Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Owner Trustee. The provisions of Sections 8.17.01, 8.3 7.03, 7.04 and 8.6 herein 8.01 shall apply to the Bank Owner Trustee also in its role as Paying Agent, for so long as the Bank Owner Trustee 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. 228 Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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-co- paying agent chosen by the Property Trustee unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee Trustee, the Administrators and the AdministratorsDepositor. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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 Trustee, unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property TrusteeBanco Santander Puerto Rico. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that the Property Trustee If Banco Santander Puerto Rico shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections Section 8.1, Section 8.3 and Section 8.6 herein shall apply to the Bank also Banco Santander Puerto Rico in its role as Paying Agent, for so long as the Bank Banco Santander Puerto Rico 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrators may revoke such power and remove any Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrators, Administrators and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Property Trustee shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank Property Trustee also in its role as Paying Agent, for so long as the Bank Property Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent Paying Agent chosen by the Property Trustee that is acceptable to the Administrators unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In the event that If the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also Property Trustee in its role as Paying Agent, for so long as the Bank Property Trustee 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 Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the AdministratorsAdministrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee Administrative Trustees may revoke such power and remove any the Paying Agent in its their sole discretion. The Paying Agent shall initially be the Property TrusteeBank. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' ’ written notice to the Administrators, Administrative Trustees and the Property Trustee. In If the event that the Property Trustee Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee Administrative Trustees shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrators to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrators Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the 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.