Common use of Maintenance of Agencies Clause in Contracts

Maintenance of Agencies. (a) Any Paying Agent (other than the Indenture Trustee) from time to time appointed hereunder shall execute and deliver to the Indenture Trustee an instrument in which said Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of, Premium, if any, and interest on 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; (2) give the Indenture Trustee within five days thereafter notice of any default in the making of any payment of principal of, Premium, if any, or interest on the Notes; and (3) 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. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Indenture Trustee may, to the extent authorized by written instructions of the Indenture Trustee, be made to or received or held by a Paying Agent for the account of the Indenture Trustee. (b) From time to time the Indenture Trustee for the Notes of any series may, subject to its sole discretion, appoint one or more Authenticating Agents with respect to the Notes of such series, with power to act on the Indenture Trustee's behalf and subject to its discretion in the authentication and delivery of the Notes of such series in connection with transfers and exchanges under Sections 2.5, 2.6, 2.10 and 6.7 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of the Indenture to authenticate and deliver the Notes of such series. For all purposes of this Indenture, the authentication and delivery of Notes of such series by an Authenticating Agent for such Notes pursuant to this Section 8.10 shall be deemed to be authentication and delivery of such Notes "by the Indenture Trustee." Any such Authenticating Agent shall at all times be a Person that is eligible to act as an Indenture Trustee hereunder pursuant to the provisions of Section 8.6 of this Indenture. If at any time an Authenticating Agent for any series of Notes shall cease to be so eligible in accordance with the provisions of Section 8.6, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 8.10. (c) If an appointment of an Authenticating Agent with respect to one or more series of Notes is made pursuant to this Section 8.10, the Notes may have endorsed thereon, in addition to the Indenture Trustee's certification of authentication, an alternate certificate of authentication in the following form: CERTIFICATE OF AUTHENTICATION This is one of the ___________________________ Notes, Series ___, Due _______________, described in the within-mentioned Indenture. By ____________________________ as Indenture Trustee By ____________________________ as Authenticating Agent By ____________________________ as Authenticating Agent (d) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.10, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (e) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Lessor. The Lessor, may, and at the request of the Indenture Trustee shall, at any time, terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Indenture Trustee. Upon the resignation or termination of an Authenticating Agent or in case at any time any such Authenticating Agent shall cease to be eligible under this Section (and, in either case, no other Authenticating Agent performing the functions of such Authenticating Agent shall have been appointed), the Lessor shall promptly appoint one or more qualified successor Authenticating Agents approved by the Indenture Trustee to perform the functions of the Authenticating Agent who has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.10. The Indenture Trustee shall give written notice of any such appointment to all Noteholders as their names and addresses appear on the Note Register.

Maintenance of Agencies. (a) There shall at all times be maintained by the Indenture Trustee an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for final payment in the manner required by Section 2.10(c) and where notices and demands to or upon the Indenture Trustee in respect of the Transaction Documents may be served. Such office or agency shall be initially at the applicable Corporate Trust Office. The Indenture Trustee shall give written notice of any change of location thereof to the Issuer, each Seller (and, if no Seller is the Servicer, the Servicer), the Noteholders and each Rating Agency. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the applicable Corporate Trust Office. (b) The Indenture Trustee shall be the paying agent for the Notes. The Indenture Trustee (in its capacity as paying agent) and any other co-paying agents shall be referred to herein collectively as the “Paying Agent.” 62 Indenture (c) Any Paying corporation or other entity into which any Authorized Agent (other than the Indenture Trustee) from time to time appointed hereunder shall execute and deliver to the Indenture Trustee an instrument in which said Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of, Premium, if any, and interest on 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; (2) give the Indenture Trustee within five days thereafter notice of any default in the making of any payment of principal of, Premium, if any, or interest on the Notes; and (3) 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. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Indenture Trustee may, to the extent authorized by written instructions of the Indenture Trustee, be made to or received or held by a Paying Agent for the account of the Indenture Trustee. (b) From time to time the Indenture Trustee for the Notes of any series may, subject to its sole discretion, appoint one or more Authenticating Agents matters with respect to the Notes of such series, with power to act on the Indenture Trustee's behalf and subject to its discretion in the authentication and delivery of the Notes of such series in connection with transfers and exchanges under Sections 2.5, 2.6, 2.10 and 6.7 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of the Indenture to authenticate and deliver the Notes of such series. For all purposes of this Indenture, the authentication and delivery of Notes of such series by an Authenticating Agent for such Notes pursuant to this Section 8.10 shall be deemed to be authentication and delivery of such Notes "by the Indenture Trustee." Any such Authenticating Agent shall at all times be a Person that is eligible to act as an Indenture Trustee hereunder pursuant to the provisions of Section 8.6 of this Indenture. If at any time an Authenticating Agent for any series of Notes shall cease to be so eligible in accordance with the provisions of Section 8.6, such Authenticating Agent shall resign immediately in the manner and with the effect which are specified in this Section 8.10. (c6.12) If an appointment of an Authenticating Agent with respect to one or more series of Notes is made pursuant to this Section 8.10, the Notes may have endorsed thereon, in addition to the Indenture Trustee's certification of authentication, an alternate certificate of authentication in the following form: CERTIFICATE OF AUTHENTICATION This is one of the ___________________________ Notes, Series ___, Due _______________, described in the within-mentioned Indenture. By ____________________________ as Indenture Trustee By ____________________________ as Authenticating Agent By ____________________________ as Authenticating Agent (d) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authenticating Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent Agent, shall be the successor of such Authenticating Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.10Article, without the execution or filing of any paper document or any further act on the part of the parties hereto or such Authenticating Authorized Agent or such successor corporationcorporation or other entity. (ed) Any Authenticating Authorized Agent (other than the Indenture Trustee, matters with respect to which are specified in Section 6.10) may at any time resign by giving written notice of resignation to the Indenture Trustee Trustee, the Issuer and the LessorInitial Seller (and, if the Initial Seller is not the Servicer, the Servicer). The Lessor, Issuer may, and at the request of the Indenture Trustee or the Majority Controlling Parties shall, at any time, time terminate the agency of any Authenticating Authorized Agent (other than the Indenture Trustee, matters with respect to which are specified in Section 6.10) by giving written notice of termination to such Authenticating Authorized Agent and to the Indenture Trustee. Upon the resignation or termination of an Authenticating Authorized Agent or in case at any time any such Authenticating Authorized Agent shall cease to be eligible under this Section (andwhen, in either case, there is no other Authenticating Authorized Agent performing the functions of such Authenticating Agent shall have been appointedAuthorized Agent), the Lessor Issuer shall promptly appoint one or more qualified successor Authenticating Agents approved by Authorized Agent(s), reasonably satisfactory to the Indenture Trustee Trustee, to perform the functions of the Authenticating Authorized Agent who that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.10Article. The Indenture Trustee Issuer shall give written notice of any such appointment made by it to the Indenture Trustee; and in each case the Indenture Trustee shall mail notice of such appointment to all applicable Noteholders as their names and addresses appear on the Note Register. (e) Other than the Indenture Trustee (for whom compensation is provided pursuant to Section 6.06), the Issuer agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable and duly documented expenses (including the reasonable costs and expenses of counsel). All such payments and reimbursements shall be made as provided in Section 5.04. The Issuer agrees that it will not agree to any annual payments (exclusive of cost reimbursements) to any such Authorized Agent in excess of U.S.$2,500 (as increased from time to time by any increase in the published U.S. Consumer Price Index from January 1, 2006) without the prior written consent of the Initial Seller.

Maintenance of Agencies. (a) Any Paying Agent (other than the Indenture Trustee) from time to time appointed hereunder shall execute and deliver to the Indenture Trustee an instrument in which said Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of, Premium, if any, and interest on 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; (2) give the Indenture Trustee within five days thereafter notice of any default in the making of any payment of principal of, Premium, if any, or interest on the Notes; and (3) 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. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Indenture Trustee may, to the extent authorized by written instructions of the Indenture Trustee, be made to or received or held by a Paying Agent for the account of the Indenture Trustee. (b) From time to time the Indenture Trustee for the Notes of any series may, subject to its sole discretion, appoint one or more Authenticating Agents with respect to the Notes of such series, with power to act on the Indenture Trustee's behalf and subject to its discretion in the authentication and delivery of the Notes of such series in connection with transfers and exchanges under Sections 2.5, 2.6, 2.10 and 6.7 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of the Indenture to authenticate and deliver the Notes of such series. For all purposes of this Indenture, the authentication and delivery of Notes of such series by an Authenticating Agent for such Notes pursuant to this Section 8.10 shall be deemed to be authentication and delivery of such Notes "by the Indenture Trustee." Any such Authenticating Agent shall at all times be a Person that is eligible to act as an Indenture Trustee hereunder pursuant to the provisions of Section 8.6 of this Indenture. If at any time an Authenticating Agent for any series of Notes shall cease to be so eligible in accordance with the provisions of Section 8.6, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 8.10. (c) If an appointment of an Authenticating Agent with respect to one or more series of Notes is made pursuant to this Section 8.10, the Notes may have endorsed thereon, in addition to the Indenture Trustee's certification of authentication, an alternate certificate of authentication in the following form: CERTIFICATE OF AUTHENTICATION 49 This is one of the ___________________________ Notes, Series ___, Due _______________, described in the within-mentioned Indenture. By ____________________________ as Indenture Trustee By ____________________________ as Authenticating Agent By ____________________________ as Authenticating Agent (d) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.10, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (e) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Lessor. The Lessor, may, and at the request of the Indenture Trustee shall, at any time, terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Indenture Trustee. Upon the resignation or termination of an Authenticating Agent or in case at any time any such Authenticating Agent shall cease to be eligible under this Section (and, in either case, no other Authenticating Agent performing the functions of such Authenticating Agent shall have been appointed), the Lessor shall promptly appoint one or more qualified successor Authenticating Agents approved by the Indenture Trustee to perform the functions of the Authenticating Agent who has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.10. The Indenture Trustee shall give written notice of any such appointment to all Noteholders as their names and addresses appear on the Note Register.

Maintenance of Agencies. (a) The Issuer shall at all times maintain an office or agency where New Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereof and where notices and demands to or upon the Trustee in respect of the New Notes and/or this Indenture may be served. Such offices or agencies shall be (i) initially at the Corporate Trust Office and (ii) in Luxembourg (which may be an office of the Trustee, Paying Agent, Registrar or an Affiliate of any of such Persons), so long as the New Notes are listed on the Official List of the Luxembourg Stock Exchange and the rules of such stock exchange shall so require. Written notice of any change of location thereof shall be given by the Trustee to the Issuer and the Holders. In the event that no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office. (b) The Issuer hereby initially appoints The Bank of New York Mellon, at its Corporate Trust Office, as the Trustee hereunder and The Bank of New York Mellon hereby accepts such appointment. The Trustee will have the powers and authority granted to and conferred upon it in the New Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Trustee, and the Trustee will keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office. (c) The Issuer hereby initially appoints The Depository Trust Company to act as depository with respect to the Global Notes. (d) The Issuer hereby initially appoints The Bank of New York Mellon (Luxembourg) S.A., as the Luxembourg listing agent, paying agent and transfer agent. (e) The Issuer hereby initially appoints the Trustee as Registrar, Transfer Agent and Paying Agent for the New Notes. (f) Any Paying Person or other entity into which any Authorized Agent (other than the Indenture Trustee) from time to time appointed hereunder shall execute and deliver to the Indenture Trustee an instrument in which said Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of, Premium, if any, and interest on 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; (2) give the Indenture Trustee within five days thereafter notice of any default in the making of any payment of principal of, Premium, if any, or interest on the Notes; and (3) 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. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Indenture Trustee may, to the extent authorized by written instructions of the Indenture Trustee, be made to or received or held by a Paying Agent for the account of the Indenture Trustee. (b) From time to time the Indenture Trustee for the Notes of any series may, subject to its sole discretion, appoint one or more Authenticating Agents matters with respect to the Notes of such series, with power to act on the Indenture Trustee's behalf and subject to its discretion in the authentication and delivery of the Notes of such series in connection with transfers and exchanges under Sections 2.5, 2.6, 2.10 and 6.7 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of the Indenture to authenticate and deliver the Notes of such series. For all purposes of this Indenture, the authentication and delivery of Notes of such series by an Authenticating Agent for such Notes pursuant to this Section 8.10 shall be deemed to be authentication and delivery of such Notes "by the Indenture Trustee." Any such Authenticating Agent shall at all times be a Person that is eligible to act as an Indenture Trustee hereunder pursuant to the provisions of Section 8.6 of this Indenture. If at any time an Authenticating Agent for any series of Notes shall cease to be so eligible in accordance with the provisions of Section 8.6, such Authenticating Agent shall resign immediately in the manner and with the effect which are specified in this Section 8.10. (c8.3) If an appointment of an Authenticating Agent with respect to one or more series of Notes is made pursuant to this Section 8.10, the Notes may have endorsed thereon, in addition to the Indenture Trustee's certification of authentication, an alternate certificate of authentication in the following form: CERTIFICATE OF AUTHENTICATION This is one of the ___________________________ Notes, Series ___, Due _______________, described in the within-mentioned Indenture. By ____________________________ as Indenture Trustee By ____________________________ as Authenticating Agent By ____________________________ as Authenticating Agent (d) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authenticating Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent Agent, shall be the successor of such Authenticating Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.108.12, without the execution or filing of any paper document or any further act on the part of the parties hereto or such Authenticating Authorized Agent or such successor corporationcorporation or other entity. (eg) Any Authenticating Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3(a)) may at any time resign by giving thirty (30) days’ written notice of resignation to the Indenture Trustee and the LessorIssuer. The Lessor, Issuer may, and at the request of the Indenture Trustee Required Holders shall, at any time, time terminate the agency of any Authenticating Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3) by giving written notice of termination to such Authenticating Authorized Agent and to the Indenture Trustee. Upon the resignation or termination of an Authenticating Authorized Agent or in case at any time any such Authenticating Authorized Agent shall cease to be eligible under this Section 8.12 (andwhen, in either case, no other Authenticating Authorized Agent performing the functions of such Authenticating Authorized Agent shall have been appointedappointed by the Issuer), the Lessor Issuer shall promptly appoint one or more qualified successor Authenticating Authorized Agents approved by the Indenture Trustee to perform the functions of the Authenticating Authorized Agent who that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.108.12. If within sixty (60) days no successor Authorized Agent is appointed, the Issuer, the Authorized Agent or the Required Holders may request, at the expense of the Issuer, a court of competent jurisdiction to make such appointments. The Indenture Trustee Authorized Agent’s right to petition such a court commences thirty (30) days after the notice of resignation. The Issuer shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall mail notice of such appointment to all Noteholders applicable Holders as their names and addresses appear on the Note Register.