Common use of Appointment of Paying Agent Clause in Contracts

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially Indenture Trustee will be the Indenture Trustee, and any co-paying agent chosen by the initial Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorAgent. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Depositor shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Depositor to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially Indenture Trustee will be the Indenture Trustee, and any co-paying agent chosen by the initial Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorAgent. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders in accordance with from the Indenture amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is Owner Trustee and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and or, if the DepositorPaying Agent is also the Owner Trustee, to the Indenture Trustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 6.04, 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent and Certificate Registrar, for so long as the Owner Trustee shall act as Paying AgentAgent and Certificate Registrar and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent or certificate registrar appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. To the extent of any ambiguity in the interpretation of any definition, provision or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein or in the Sale and Servicing Agreement, the Paying Agent may request direction from the Depositor as to the interpretation and/or methodology to be used, and the Paying Agent shall follow such direction and shall be entitled to conclusively rely thereon without any responsibility therefor. Upon receiving such request from the Paying Agent, the Depositor shall, prior to the date of distribution occurring immediately following such a request, deliver a written direction to the Paying Agent setting forth the interpretation and/or methodology to be used.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders in accordance with from the Indenture amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is Owner Trustee and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior written notice to the Owner Trustee and or, if the DepositorPaying Agent is also the Owner Trustee, to the Indenture Trustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 6.04, 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent and Certificate Registrar, for so long as the Owner Trustee shall act as Paying AgentAgent and Certificate Registrar and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent or certificate registrar appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. To the extent of any ambiguity in the interpretation of any definition, provision or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein or in the Sale and Servicing Agreement, the Paying Agent may request direction from the Depositor as to the interpretation and/or methodology to be used, and the Paying Agent shall follow such direction and shall be entitled to conclusively rely thereon without any responsibility therefor. Upon receiving such request from the Paying Agent, the Depositor shall, prior to the date of distribution occurring immediately following such a request, deliver a written direction to the Paying Agent setting forth the interpretation and/or methodology to be used.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.01(a) and shall report the amount amounts of such distributions to the Owner Trustee. The Paying Agent initially shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Wilmington Trust Company and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Wilmington Trust Company shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Trustee may appoint a Paying Agent shall make distributions to Certificateholders in accordance with (which may be the Indenture and shall report the amount of such distributions to the Owner Trustee. The Paying Agent shall have the revocable power to withdraw funds from the Collection Account ) for the purpose of making the distributions referred to aboveCertificateholders hereunder. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by (if other than the Owner Trustee Trustee) to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, that such successor or additional Paying Agent will hold all sums, if any, sums held by it for the payment to Certificateholders in an Eligible Account, on behalf of the Certificateholders Trustee, in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such the Certificateholders. The Paying Agent shall return all unclaimed All funds remitted by the Trustee to the Owner Trustee and upon removal of a Paying Agent any such Paying Agent for the purpose of making distributions shall also return all funds in its possession be paid to Certificateholders on each Distribution Date and any amounts not so paid shall be returned on such Distribution Date to the Owner Trustee. If at any time the Owner Paying Agent is not the Trustee, the Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded cause to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement be remitted to the Paying Agent on or before the Business Day prior to each Distribution Date, by wire transfer in immediately available funds, the funds to be distributed on such Distribution Date. Any Paying Agent shall include any co-paying agent be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers. In addition, the Paying Agent (if other than the Trustee) (i) may not be an originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor unless the context requires otherwisePaying Agent is in an institutional trust department of the Paying Agent, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency that has rated the Paying Agent, or the equivalent rating by S&P. If no successor Paying Agent shall have been appointed and shall have accepted appointment within 60 days after the Paying Agent ceases to be the Paying Agent pursuant to this Section 3.08, then the Trustee shall perform the duties of the Paying Agent pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Paying Agent.

Appointment of Paying Agent. (a) The Trustee may appoint a Paying Agent shall make distributions to Certificateholders in accordance with (which may be the Indenture and shall report the amount of such distributions to the Owner Trustee. The Paying Agent shall have the revocable power to withdraw funds from the Collection Account ) for the purpose of making the distributions referred to aboveCertificateholders hereunder. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by (if other than the Owner Trustee Trustee) to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, that such successor or additional Paying Agent will hold all sums, if any, sums held by it for the payment to the Certificateholders in an Eligible Account in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such the Certificateholders. The Paying Agent shall return all unclaimed All funds remitted by the Trustee to the Owner Trustee and upon removal of a Paying Agent any such Paying Agent for the purpose of making distributions shall also return all funds in its possession be paid to Certificateholders on each Distribution Date and any amounts not so paid shall be returned on such Distribution Date to the Owner Trustee. If at any time the Owner Paying Agent is not the Trustee, the Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded cause to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement be remitted to the Paying Agent on or before the Business Day prior to each Distribution Date, by wire transfer in immediately available funds, the funds to be distributed on such Distribution Date. Any Paying Agent shall include be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers. As of the Closing Date, the Trustee is the Paying Agent. (b) Any Paying Agent shall comply with its reporting obligations under Regulation AB with respect to the Trust Fund in form and substance similar to those of the Trustee pursuant to Section 6.20, and the related assessment of compliance shall cover, at a minimum, the elements of the servicing criteria applicable to the Paying Agent indicated in Exhibit O attached hereto. For so long as the Depositor is subject to Exchange Act reporting requirements with respect to the Trust, the Paying Agent shall give prior written notice to the Sponsor, the Master Servicer, the Trustee and the Depositor of the appointment of any co-paying agent unless Subcontractor by it and a written description (in form and substance reasonably satisfactory to the context requires otherwiseSponsor and the Depositor) of the role and function of each Subcontractor utilized by the Paying Agent, as applicable, specifying (A) the identity of each such Subcontractor and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. In addition, for so long as the Depositor is subject to Exchange Act reporting requirements with respect to the Trust, the Paying Agent shall notify the Sponsor, the Master Servicer, the Trustee and the Depositor within five (5) calendar days of knowledge thereof (i) of any legal proceedings pending against the Paying Agent of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any merger, consolidation or sale of substantially all of the assets of the Paying Agent and (iii) if the Paying Agent shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the parties listed on Exhibit P hereto or any of their affiliates. On or before March 1st of each year, the Depositor shall furnish any change in the information in Exhibit P to the Paying Agent and the Trustee. (c) Any Paying Agent agrees to indemnify the Depositor, the Trustee and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the failure by such Paying Agent to deliver any information, report or certification when and as required under Section 6.20 and Section 9.25(a). This indemnification shall survive the termination of this Agreement or the termination of such Paying Agent hereunder.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeXxxxx Fargo Delaware Trust Company, N.A., and any co-paying agent chosen by the Paying Agent that is and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee Xxxxx Fargo Delaware Trust Company, N.A. shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Trustee hereunder shall apply equally to the Owner Trustee or any affiliate thereof also in its role as Paying AgentAgent or Certificate Registrar for so long as the Owner Trustee or any affiliate thereof shall act as Paying Agent or Certificate Registrar, and to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeU.S. Bank Trust Company, National Association, and any co-paying agent chosen by the Paying Agent that is and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee U.S. Bank Trust Company, National Association shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee (subject to applicable escheatment laws) and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01 and 7.04 hereof and Section 6.07 of the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder Indenture shall apply equally to the Owner Trustee U.S. Bank Trust Company, National Association or any affiliate thereof in its role as Paying AgentAgent or Certificate Registrar for so long as U.S. Bank Trust Company, National Association or any affiliate thereof shall act as Paying Agent or Certificate Registrar, and to the extent applicable, to any other certificate registrar or paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall initially be the Indenture Trustee[ ], and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrust. Each Paying Agent [ ] shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee [ ] shall no longer be the Paying Agent, the Depositor, with the consent of the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Trust shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture and on any Distribution Date on which any Certificates are then held solely by the Administrator or one of its Affiliates), the Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Collection Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner TrusteeTrustee via its website. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion receives written notice from the Servicer 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 Indenture TrusteeU.S. Bank Trust Company, National Association, and any co-paying agent chosen by the Paying Agent that is Servicer, and acceptable to the Owner Trustee and the DepositorCertificateholders. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Depositor, the Owner Trustee and the DepositorServicer. In the event that the Indenture Trustee U.S. Bank Trust Company, National Association shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Servicer shall appoint a successor to act as Paying Agent (which shall be a another bank or trust company), which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee and the Certificateholders, to act as successor Paying Agent under this Agreement. The Owner Trustee Servicer shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Servicer to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The rights, protections and immunities of the Owner Indenture Trustee under the Indenture and the Sale and Servicing Agreement shall apply to U.S. Bank Trust Company, National Association also in its roles as Paying Agent and Certificate Registrar, for so long as U.S. Bank Trust Company, National Association shall act as Paying Agent, the rights, privileges, protections Agent and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying AgentCertificate Registrar. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Trustee, at the direction of the Majority Certificateholders, may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion such Holders determine 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to the Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to the Owner Trustee in writing, unless the Paying Agent is the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Deutsche Bank Trust Company Americas and any co-paying agent Paying Agent chosen by the Paying Agent that is Owner Trustee, and acceptable to the Owner Trustee and the DepositorServicer. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorServicer. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.1, 7.3, 7.4, 7.8, 8.1 and 8.2 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as any other Paying AgentAgent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent Paying Agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders in accordance with Securityholders from the Indenture Payment Account and shall report the amount amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Administrative Trustees. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Payment Account for the purpose of making the distributions referred to aboveDistributions. The Owner Trustee Administrative Trustees may revoke such power and remove the Paying Agent if the Owner Trustee determines such Trustees determine in its their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect; provided that such revocation and removal with respect to the sole Paying Agent shall not become effective until the appointment of a successor. The Paying Agent shall initially be the Indenture TrusteeBank, and any co-paying agent chosen by the Paying Agent that is Bank, and acceptable to the Owner Trustee Administrative Trustees and the Depositor. Each Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Administrative Trustees, the Property Trustee and the Depositor. In the event that the Indenture Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee, upon receipt of written instruction from the Depositor, Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee (in the case of a Paying Agent other than the Bank) and the Depositor to act as Paying Agent (which shall be a bank or trust companycompany meeting the eligibility requirements set forth in Section 6.9 of the Junior Indenture); provided that such resignation with respect to the sole Paying Agent shall not become effective until the appointment of a successor. The Owner Trustee Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Administrative Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. If at any time the Owner Trustee The provisions of Sections 8.1, 8.3 and 8.6 herein shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Trustee hereunder shall apply equally to the Owner Trustee 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 Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. (a) The Indenture Trustee may appoint a Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions respect to the Owner TrusteeNotes. The Indenture Trustee hereby appoints Deutsche Bank Trust Company Americas as the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds and make distributions to Noteholders from the Collection Account appropriate account or accounts maintained for the purpose benefit of making Noteholders as specified in this Base Indenture or the distributions referred related Indenture Supplement for any Series of Notes pursuant to aboveArticle 5. The Owner Indenture Trustee may revoke such power and remove the Paying Agent Agent, if the Owner Indenture Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement the Indenture in any material respectrespect or for other good cause. The Indenture Trustee shall notify each Rating Agency, if any, of the removal of any Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorAgent. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorIndenture Trustee. In the event that the Indenture Trustee any Paying Agent shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Indenture Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee company and may be the Indenture Trustee) with the written consent of the Issuer, which consent shall cause not be required if such successor Paying Agent or any additional Paying Agent appointed by is the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Indenture Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement the Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise. (b) The Indenture Trustee shall cause each Paying Agent (other than itself) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Notes if at any time it ceases to meet the standards required to be met by the Paying Agent at the time of its appointment; and (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. An institution succeeding to the corporate agency business of the Paying Agent shall continue to be the Paying Agent without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Paying Agent. (c) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent or a Clearing Agency in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the written direction and expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London, if applicable, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document. The Paying Agent initially shall initially be the Indenture TrusteeU.S. Bank National Association, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrust. Each Paying Agent U.S. Bank National Association shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee U.S. Bank National Association shall no longer be the Paying Agent, the Depositor, with the consent of the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Trust shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner TrusteeIndenture. The Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Trustee, at the direction of the Majority Certificateholders, may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion Majority Certificateholders determine 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Certificate Distribution Account pursuant to Section 5.01(b) and shall report the amount amounts of such distributions to the Owner Trustee. The Paying Agent initially shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeCitibank, N.A. and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Citibank, N.A. shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be have been paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, to the extent applicable, to any other Paying Agent appointed hereunder. Further, the rights, privileges, protections and indemnities afforded immunities granted to the Owner Indenture Trustee hereunder under the Indenture shall apply equally inure to the Owner Trustee in its role benefit of Citibank, N.A. acting as Paying AgentAgent hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee or the Depositor may revoke such power and remove the Paying Agent if the Owner Trustee or the Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be the Indenture TrusteeAdministrator (who is hereby appointed as Paying Agent), and any co-paying agent chosen by the Paying Agent that is Depositor and acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent The Administrator shall be permitted to resign as Paying Agent upon 30 [ ] days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Administrator shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Depositor shall promptly appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Depositor to execute and deliver to the Owner Trustee and the Depositor an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee if it is acting the role of Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Payment Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Trustee and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Indenture Trustee. The Indenture Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior written notice to the Owner Trustee Depositor and the DepositorOwner Trustee. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.such

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Payment Account pursuant to Section 5.02(a) and shall report the amount of such distributions to the Owner Trustee. The Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ ' prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with Securityholders from the Indenture Payment Account and shall report the amount amounts of such distributions to the Owner Property Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Depositor may revoke such power remove and remove replace the Paying Agent if the Owner Trustee Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and Bank. The Paying Agent may choose any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Property Trustee and the Depositor. Each Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Property Trustee and the Depositor. In the event that the Indenture Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee, upon receipt of written instruction from the Depositor, Depositor shall appoint a successor that is acceptable to the Property Trustee to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Depositor to execute and deliver to the Owner Property Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Property Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. If at any time the Owner Trustee The provisions of Sections 8.1, 8.3 and 8.6 herein shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Trustee hereunder shall apply equally to the Owner Trustee 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 Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Payment Account pursuant to Section 5.02(a) and shall report the amount of such distributions to the Owner Trustee. The Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Payment Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee. The Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior ' written notice to the Owner Trustee and the Depositor. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction instructions from the DepositorDepositor and with the consent of the Insurer, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.1, 7.3 and 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2016-B Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTransferor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2019-A Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Transferor. The rights, privileges, protections and indemnities afforded to the Indenture Trustee and under the DepositorIndenture shall apply equally to the Indenture Trustee in its role as Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture and on any Distribution Date on which any Certificates are then held solely by the Administrator or one of its Affiliates), the Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Collection Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner TrusteeTrustee via its website. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion receives written notice from the Servicer 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 Indenture TrusteeU.S. Bank Trust Company, National Association, and any co-paying agent chosen by the Paying Agent that is Servicer, and acceptable to the Owner Trustee and the DepositorCertificateholders. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Depositor, the Owner Trustee and the DepositorServicer. In the event that the Indenture Trustee U.S. Bank Trust Company, National Association shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Servicer shall appoint a successor to act as Paying Agent (which shall be a another bank or trust company), which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee and the Certificateholders, to act as successor Paying Agent under this Agreement. The Owner Trustee Servicer shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Servicer to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The rights, protections and immunities of the Owner Indenture Trustee under the Indenture and the Sale and Servicing Agreement shall apply to U.S. Bank Trust Company, National Association also in its roles as Paying Agent and Certificate Registrar, for so long as U.S. Bank Trust Company, National Association shall act as Paying Agent, the rights, privileges, protections Agent and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying AgentCertificate Registrar. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.. 11 (NAROT 2023-B Amended & Restated Trust Agreement)

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders in accordance with from the Indenture amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is Owner Trustee and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and or, if the DepositorPaying Agent is also the Owner Trustee, to the Indenture Trustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 6.04, 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent and Certificate Registrar, for so long as the Owner Trustee shall act as Paying AgentAgent and Certificate Xxxxxxxxx and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent or certificate registrar appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2018-B Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Transferor. The rights, privileges, protections and indemnities afforded to the Indenture Trustee and under the DepositorIndenture shall apply equally to the Indenture Trustee in its role as Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2019-B Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Transferor. The rights, privileges, protections and indemnities afforded to the Indenture Trustee and under the DepositorIndenture shall apply equally to the Indenture Trustee in its role as Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders in accordance with from the Indenture amounts distributable thereto under Section 5.06 Collection Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is Owner Trustee and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and or, if the DepositorPaying Agent is also the Owner Trustee, to the Indenture Trustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2021-B Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Transferor. The rights, privileges, protections and indemnities afforded to the Indenture Trustee under the Indenture shall apply equally to the Indenture Trustee in its role as Paying Agent and the DepositorCertificate Registrar hereunder. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee initially appoints Deutsche Bank Trust Company Americas as the Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Deutsche Bank Trust Company Americas shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee initially appoints JPMorgan Chase Bank as the Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee JPMorgan Chase Bank shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Payment Account pursuant to Section 5.2 Table of Contents and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Trustee and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Indenture Trustee. The Indenture Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior written notice to the Owner Trustee Depositor and the DepositorOwner Trustee. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Collection Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeU.S. Bank National Association, and any co-paying agent chosen by the Paying Agent that is Owner Trustee, and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Indenture Trustee and, if the Paying Agent is not the Owner Trustee and Trustee, to the DepositorOwner Trustee. In the event that the Indenture Trustee U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The rights, protections and immunities of the Owner Indenture Trustee under the Indenture and the Sale and Servicing Agreement shall apply to U.S. Bank National Association also in its roles as Paying Agent and Certificate Registrar, for so long 9 (Nissan 2015-B Amended & Restated Trust Agreement) as U.S. Bank National Association shall act as Paying Agent, the rights, privileges, protections Agent and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying AgentCertificate Registrar. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner TrusteeIndenture. The Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee Trustee, at the direction of the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests, may revoke such power and remove the Paying Agent if the Owner Trustee majority Holders determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Collection Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeU.S. Bank National Association, and any co-paying agent chosen by the Paying Agent that is Owner Trustee, and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Indenture Trustee and, if the Paying Agent is not the Owner Trustee and Trustee, to the DepositorOwner Trustee. In the event that the Indenture Trustee U.S. Bank National Association shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The rights, protections and immunities of the Owner Indenture Trustee under the Indenture and the Sale and Servicing Agreement shall apply to U.S. Bank National Association also in its roles as Paying Agent and Certificate Registrar, for so long 9 (Nissan 2015-C Amended & Restated Trust Agreement) as U.S. Bank National Association shall act as Paying Agent, the rights, privileges, protections Agent and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying AgentCertificate Registrar. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2020-A Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Transferor. The rights, privileges, protections and indemnities afforded to the Indenture Trustee under the Indenture shall apply equally to the Indenture Trustee in its role as Paying Agent and the DepositorCertificate Registrar hereunder. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.02(a) and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be the Indenture TrusteeXxxxxx Trust and Savings Bank, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Xxxxxx Trust and Savings Bank shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders in accordance with from the amounts distributable thereto under Section 8.03 of the Indenture pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is Owner Trustee and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and or, if the DepositorPaying Agent is also the Owner Trustee, to the Indenture Trustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 6.04, 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent and Certificate Registrar, for so long as the Owner Trustee shall act as Paying AgentAgent and Certificate Registrar and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent or certificate registrar appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2016-A Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTransferor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Collection Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Owner Trustee, and any co-paying agent chosen by the Paying Agent that is Owner Trustee, and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Indenture Trustee and, if the Paying Agent is not the Owner Trustee and Trustee, to the DepositorOwner Trustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as any other Paying AgentAgent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Certificate Distribution Account pursuant to Section 5.02(a) and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be the Indenture TrusteeHarrxx Xxxst and Savings Bank, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Harrxx Xxxst and Savings Bank shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeXxxxx Fargo Delaware Trust Company, N.A., and any co-paying agent chosen by the Paying Agent that is and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee Xxxxx Fargo Delaware Trust Company, N.A. shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Trustee hereunder shall apply equally to the Owner Trustee or any affiliate thereof also in its role as Paying AgentAgent or Certificate Registrar for so long as the Owner Trustee or any affiliate thereof shall act as Paying Agent or Certificate Registrar, and to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-co paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make --------------------------- distributions to Certificateholders in accordance with from the Indenture Certificate Payment Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee. The Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior ' written notice to the Owner Trustee and the Depositor. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction instructions from the DepositorDepositor and with the consent of the Insurer, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.1, 7.3 and 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.2 and shall report the amount of such distributions amounts, if any, to be paid to the Owner Trusteeholder of the AO Interest, in each case pursuant to the Sale and Servicing Agreement. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeThe Bank of New York, and any co-paying agent chosen by the Paying Agent that is Owner Trustee, and acceptable to the Owner Trustee and the DepositorServicer. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee If The Bank of New York shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust companyan Eligible Institution). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent (if the Owner Trustee shall also act as Paying Agent), for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2015-B Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTransferor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall --------------------------- make distributions to Certificateholders in accordance with the Indenture pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially Indenture Trustee will be the Indenture Trustee, and any co-paying agent chosen by the initial Paying Agent that is acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorAgent. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.02(a) and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be the Indenture Owner Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ ' prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the DepositorDepositor and with the consent of the Insurer, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent it will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Certificate Distribution Account pursuant to Section 5.02(a) and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be the Indenture TrusteeHarrxx Xxxst and Savings Bank, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Harrxx Xxxst and Savings Bank shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.extent

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Certificateholder from the amounts received from the Indenture Trustee pursuant to Section 5.03(d) of the Indenture and shall report the amount amounts of such distributions to the Indenture Trustee and the Owner Trustee (if the Paying Agent is not the Owner Trustee). The Any Paying Agent shall have the revocable power to withdraw receive such funds from the Collection Account Indenture Trustee for the purpose of making the distributions referred to above. The Owner Trustee or the Sponsor may revoke such power and remove the Paying Agent if the Owner Trustee or the Sponsor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Owner Trustee, and any co-paying agent chosen by the Paying Agent that is Sponsor and acceptable to the Paying Agent. The Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior written notice to the Owner Trustee and the DepositorSponsor. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Sponsor shall promptly appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Sponsor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Sponsor to execute and deliver to the Owner Trustee and the Sponsor an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee and the Sponsor that, as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders Certificateholder entitled thereto until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.2 and shall report the amount of such distributions amounts, if any, to be paid to the Owner Trusteeholder of the AO Interest, in each case pursuant to the Sale and Servicing Agreement. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeBankers Trust Company, and any co-paying agent chosen by the Paying Agent that is Owner Trustee, and acceptable to the Owner Trustee and the DepositorServicer. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee If Bankers Trust Company shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust companyan Eligible Institution). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent (if the Owner Trustee shall also act as Paying Agent), for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee initially appoints JPMorgan Chase Bank as the Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee JPMorgan Chase Bank shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.such

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeXxxxx Fargo Delaware Trust Company, N.A., and any co-co paying agent chosen by the Paying Agent that is and acceptable to the Owner Trustee and the DepositorTrustee. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Depositor. In the event that the Indenture Trustee Xxxxx Fargo Delaware Trust Company, N.A. shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such Certificateholdersthe Certificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Trustee hereunder shall apply equally to the Owner Trustee or any affiliate thereof also in its role as Paying AgentAgent or Certificate Registrar for so long as the Owner Trustee or any affiliate thereof shall act as Paying Agent or Certificate Registrar, and to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-co paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders in accordance with Securityholders from the Indenture Payment Account and shall report the amount amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Regular Trustees. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Payment Account for the purpose of making the distributions referred to aboveDistributions. The Owner Trustee Regular Trustees may revoke such power and remove the Paying Agent if Agent, provided that such revocation and removal with respect to the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectnot become effective until the appointment of a successor. The Paying Agent shall initially be the Indenture Trustee, Property Trustee and any co-paying agent chosen by the Paying Agent that is acceptable to Property Trustee and approved by the Owner Trustee Regular Trustees and the Depositor. Each Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee Regular Trustees and the Depositor, and, if applicable, the Property Trustee, provided that such resignation with respect to the sole Paying Agent shall not become effective until the appointment of a successor. In the event that the Indenture Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee, upon receipt of written instruction from the Depositor, Regular Trustees shall appoint a successor that is acceptable to the Property Trustee (in the case of any other Paying Agent) and the Depositor to act as Paying Agent (which shall be a bank or trust companycompany and have a combined capital and surplus of at least $50,000,000). The Owner Trustee Regular Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed approved by the Owner Trustee Regular Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all of such sums remaining unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds such sums in its possession to the Owner Property Trustee. If at any time the Owner Trustee The provisions of Sections 7.01, 7.03 and 7.06 shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Property Trustee hereunder shall apply equally to the Owner Trustee also in its role as Paying Agent, for so long as the 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 unless the context requires otherwise.

Appointment of Paying Agent. The Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders in accordance with the Indenture Certificateholder from the Collection Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent upon execution of the Indenture shall initially be the Indenture TrusteeTrustee and after termination of the Indenture, the Owner Trustee and any co-paying agent chosen by the Paying Agent that is Owner Trustee and acceptable to the Owner Trustee. The Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder until such sums are paid to the Certificateholder. The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Certificateholder in trust for the benefit of the Certificateholders entitled thereto Certificateholder until such sums shall be paid to such CertificateholdersCertificateholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions Distributions to Certificateholders in accordance with Securityholders from the Indenture Payment Account and shall report the amount amounts of such distributions Distributions to the Owner TrusteeProperty Trustee and the Regular Trustees. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Payment Account for the purpose of making the distributions referred to aboveDistributions. The Owner Trustee Regular Trustees may revoke such power and remove the Paying Agent if Agent, provided that such revocation and removal with respect to the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respectnot become effective until the appointment of a successor. The Paying Agent shall initially be the Indenture Trustee, Property Trustee and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Property Trustee and approved by the DepositorRegular Trustees and the Sponsor. Each Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee Regular Trustees and the DepositorSponsor, and, if applicable, the Property Trustee, provided that such resignation with respect to the sole Paying Agent shall not become effective until the appointment of a successor. In the event that the Indenture Property Trustee shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee, upon receipt of written instruction from the Depositor, Regular Trustees shall appoint a successor that is acceptable to the Property Trustee (in the case of any other Paying Agent) and the Sponsor to act as Paying Agent (which shall be a bank or trust companycompany and have a combined capital and surplus of at least $50,000,000). The Owner Trustee Regular Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed approved by the Owner Trustee Regular Trustees to execute and deliver to the Owner Trustee Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Securityholders in trust for the benefit of the Certificateholders Securityholders entitled thereto until such sums shall be paid to such CertificateholdersSecurityholders. The Paying Agent shall return all of such sums remaining unclaimed funds to the Owner Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds such sums in its possession to the Owner Property Trustee. If at any time the Owner Trustee The provisions of Sections 7.01, 7.03 and 7.06 shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Property Trustee hereunder shall apply equally to the Owner Trustee also in its role as Paying Agent, for so long as the 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 unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with Holders from the Indenture Payment Account and shall report the amount amounts of such distributions to the Owner Property Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Payment Account for the purpose of making the distributions referred to above. The Owner Trustee Depositor may revoke such power remove and remove replace the Paying Agent if the Owner Trustee Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and Bank. The Paying Agent may choose any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Property Trustee and the Depositor. Each Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Property Trustee and the Depositor. In the event that the Indenture Trustee Bank shall no longer be the Paying AgentAgent or a successor Paying Agent shall resign or its authority to act be revoked, the Owner Trustee, upon receipt of written instruction from the Depositor, Depositor shall appoint a successor that is acceptable to the Property Trustee to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Depositor to execute and deliver to the Owner Property Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Property Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders Holders in trust for the benefit of the Certificateholders Holders entitled thereto until such sums shall be paid to such CertificateholdersHolders. The Paying Agent shall return all unclaimed funds to the Owner Property Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Property Trustee. If at any time the Owner Trustee The provisions of Sections 8.1, 8.3 and 8.6 herein shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Trustee hereunder shall apply equally to the Owner Trustee 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 Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Trustee may appoint one or more paying agents (each, a "Paying Agent shall make distributions to Certificateholders in accordance Agent") with the Indenture and shall report the amount of such distributions respect to the Owner TrusteeCertificates of any Series. The Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Trustee and any co-paying agent chosen by the Paying Agent that is Depositor and acceptable to the Owner Trustee Trustee, including, if and so long as any Series or Class within such Series is listed on the DepositorLuxembourg Stock Exchange and such exchange so requires, a co-paying agent in Luxembourg or another European city. Each Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written ' notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor or additional Paying Agent. The Trustee shall cause each successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent that (i) it will hold all sums, if any, held by it for payment distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid distributed to such CertificateholdersCertificateholders and (ii) it will give the Trustee notice of any default by any obligor on the applicable Series of Certificates or on the Underlying Securities. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.1, 7.2, 7.3, 7.5 and 7.9 shall apply to the Owner Trustee shall act also in its role as Paying Agent, for so long as the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything contained herein to the contrary, the appointment of a Paying Agent pursuant to this Section 5.14 shall not release the Trustee from the duties, obligations, responsibilities or liabilities arising under this Agreement other than with respect to funds paid to such Paying Agent.

Appointment of Paying Agent. The Paying Agent shall --------------------------- make distributions to Certificateholders in accordance with from the Indenture Certificate Payment Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, Owner Trustee and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee. The Owner Trustee and the Depositor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 thirty (30) days’ prior ' written notice to the Owner Trustee and the Depositor. In the event that the Indenture Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction instructions from the DepositorDepositor and with the consent of the Insurer, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.1, 7.3 and 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Sections 5.02 and 5.03 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee initially appoints Deutsche Bank Trust Company Americas as the Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee Deutsche Bank Trust Company Americas shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2015-A Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and the DepositorTransferor. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with of each Class from the Indenture appropriate sub-account of the Certificate Distribution Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeHSBC Bank USA, and any co-paying agent chosen by the Paying Agent that is Owner Trustee and Certificate Registrar and acceptable to the Owner Trustee and the DepositorServicer. Each The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee Trustee, and the DepositorServicer. In the event that the Indenture Trustee HSBC Bank USA shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee The provisions of Articles VII and VIII shall act as Paying Agent, the rights, privileges, protections and indemnities afforded apply to the Owner Trustee hereunder shall apply equally Paying Agent and The Chase Manhattan Bank also in its roles as Authenticating Agent and Certificate Registrar and in any other capacities under the Basic Documents and, to the Owner Trustee in its role as Paying Agentextent applicable, to any other paying agent or certificate registrar appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Trust Certificateholders in accordance with and to the Indenture Subordinated Noteholder pursuant to Section 5.02, and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be The Chase Manhattan Bank. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have has failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee, and any Any co-paying agent chosen by the Paying Agent that is Transferor and acceptable to the Owner Trustee and the Depositorshall also be a Paying Agent. Each Paying Agent shall be permitted to may resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee shall a Paying Agent may no longer be the act as Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Subordinated Noteholder or the Trust Certificateholders in trust for the benefit of the Subordinated Noteholder or the Trust Certificateholders entitled thereto until such sums shall be are paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.Transferor

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to Owner Trustee; provided that this reporting shall not be required if the Owner TrusteeTrustee is serving as Paying Agent. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture TrusteeJPMorgan Chase Bank, and any co-paying agent chosen by the Paying Agent that is JPMorgan Chase Bank, and acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorMaster Servicer. In the event that the Indenture Trustee JPMorgan Chase Bank shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying AgentThe provisions of Sections 7.1, the rights7.3, privileges, protections 7.4 and indemnities afforded to the Owner Trustee hereunder 8.1 shall apply equally to the Owner Trustee in its role as Paying Agent, in the event that Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee. The For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 20[__]-[_] Exchange Note Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if the Owner Trustee determines in its sole discretion it is determined 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 Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Transferor. The rights, privileges, protections and indemnities afforded to the Indenture Trustee and under the DepositorIndenture shall apply equally to the Indenture Trustee in its role as Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the DepositorTransferor. In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the DepositorTransferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee Issuer to execute and deliver to the Owner Trustee Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and and, upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.02 and shall report the amount amounts of such distributions to the Owner Trustee. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee Trust may revoke such power and remove the Paying Agent if the Owner Trustee Trust determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall initially be the Indenture TrusteeThe Bank of New York, and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee and The Bank of New York or the Depositor. Each Paying Agent The Bank of New York shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorTrustee. In the event that the Indenture Trustee The Bank of New York shall no longer be the Paying Agent, the Depositor, with the consent of the Owner Trustee, upon receipt of written instruction from Trustee and the DepositorAdministrator (which consent shall not be unreasonably withheld), shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee Trust shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time the Owner Trustee The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall act as Paying Agentapply, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders in accordance with from the Indenture Certificate Distribution Account pursuant to Section 5.2 and shall report the amount amounts of such distributions to the Owner TrusteeTrustee and the Servicer. The Any Paying Agent shall have the revocable power to withdraw funds from the Collection Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Indenture Trustee[_____________], and any co-paying agent chosen by the Paying Agent that is [__________________], and acceptable to the Owner Trustee and the DepositorTrustee. Each Paying Agent [________________] shall be permitted to resign as Paying Agent upon 30 days’ prior ' written notice to the Owner Trustee and the DepositorCredit Enhancer. In the event that the Indenture Trustee If [________________] shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instruction from the Depositor, Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust companycompany acceptable to the Credit Enhancer and the Rating Agencies). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, that as Paying Agent, such successor Paying Agent or additional Paying Agent will shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee Trustee, and upon removal of a Paying Agent Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee. If at any time The provisions of Article VI shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying AgentAgent and, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally extent applicable, to the Owner Trustee in its role as Paying Agentany other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.