Common use of Money for Debt Payments to be Held in Trust Clause in Contracts

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent with respect to payments on the Debt. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Collateral Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency). Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&P, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of "A+" or higher by S&P or a short-term debt rating of "A-1" by S&P) or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of "A+" or higher by S&P or a short-term debt rating "A-1" by S&P, the Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-L Loans, the Loan Agent) as with respect to payments or distributions on the DebtSecurities. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, so long as the Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt issuer credit rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments or distributions of amounts due and payable with respect to any Debt Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-1L-1 Loans or the Class A-1L-2 Loans, the Loan Agent) as with respect to payments or distributions on the DebtSecurities. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, so long as the Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt issuer credit rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent with respect to payments on the Debt. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Collateral Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency). Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&P, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of "A+" or higher by S&P or a short-term debt rating of "A-1" by S&P) or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of "A+" or higher by S&P or a short-term debt rating "A-1" by S&P, the Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3 (Money for Debt Payments to be Held in Trust), that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Holders in the proportion specified in the applicable Distribution Report to the extent permitted by applicable law; (b) 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

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-1L Loans, the Loan Agent) as with respect to payments or distributions on the DebtSecurities. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, so long as the Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt issuer credit rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments or distributions of amounts due and payable with respect to any Debt Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-1L Loans, the Loan Agent) as with respect to payments or distributions on the DebtSecurities. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, so long as the Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt issuer credit rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt that are is to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent with respect to payments on the Debt. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they it shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthe Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt meets the minimum rating of "A+" or higher by S&P or a short-term debt rating of "A-1" by S&P) provided in Section 6.8 or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt meet the minimum rating of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pprovided in Section 6.8, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt that are is to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee Agent or a Paying Agent with respect to payments on the Debt. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they it shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral TrusteeAgent, they it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Collateral Trustee Agent to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral TrusteeAgent) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee Agent of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral TrusteeAgent) in excess of an amount sufficient to pay the amounts then becoming due on the Debt with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee Agent for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthe Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of "“A+" ” or higher by S&P or a short-term debt rating "of “A-1" ” by S&P, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Collateral Agent an instrument in which such Paying Agent shall agree with the Collateral Agent and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-L Loans, the Loan Agent) as with respect to payments or distributions on the DebtSecurities. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, (x) so long as the Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt issuer credit rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-L Loans, the Loan Agent) as with respect to payments or distributions on the Debt. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, so long as the Secured Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt issuer credit rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-1L Loans, the Loan Agent) as with respect to payments or distributions on the Debt. When the Applicable Issuers Issuer shall have a Paying Agent that is not also the Registrar, they the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers Issuer shall have a Paying Agent other than the Collateral Trustee, they the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, so long as the Secured Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt issuer credit rating of "“A+" ” or higher by S&P or a short-term debt rating of "“A-1" ” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments of amounts due and payable with respect to any Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent with respect to payments on the Debt. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Collateral Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Debt with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency). Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&P, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term long‑term debt rating of "“A+" ” or higher by S&P or a short-term short‑term debt rating of "A-1" “A‑1” by S&P) or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term long‑term debt rating of "“A+" ” or higher by S&P or a short-term short‑term debt rating "A-1" “A‑1” by S&P, the Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3 (Money for Debt Payments to be Held in Trust), that such Paying Agent will:

Money for Debt Payments to be Held in Trust. All payments or distributions of amounts due and payable with respect to any Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and, in the case of the Class A-LR Loans, the Loan Agent) as with respect to payments or distributions on the Debt. Money for Note Payments to be Held in Trust. All payments of amounts due and payable with respect to any Secured Debt and Subordinated Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer (and, in the case of the Co-Issued Debt, the Issuers) by the Collateral Trustee or a Paying Agent with respect to payments or distributions on the Secured Debt and Subordinated Securities. When the Applicable Issuers IssuersIssuer shall have a Paying Agent that is not also the Registrar, they the IssuersIssuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Debt Notes held by each such Holder. Whenever the Applicable Issuers IssuersIssuer shall have a Paying Agent other than the Collateral Trustee, they the IssuersIssuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Applicable Issuers IssuersIssuer shall promptly notify the Collateral Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Secured Debt and Subordinated Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Trustee for application in accordance with Article X. XI. The initial Paying Agent shall be as set forth in Section 7.2 (Maintenance of Office or Agency)7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Debt of any Class is rated by S&Pthat, with respect to any additional or successor Paying Agent, (x) so long as the NotesSecured Debt of any Class are rated by S&P either (i) such Paying Agent has a long-term debt debtissuer credit rating of "““A+" ”” or higher by S&P or a short-term debt rating of "““A-1" ”” by S&P) S&P or (ii) the S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt any such minimum rating specified in clause (i) of "A+" or higher by S&P or a short-term debt rating "A-1" by S&Pthe immediately preceding sentence, the Issuers Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuers IssuersIssuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and 162examination by federal and/or state and/or national banking authorities. The IssuersIssuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the Collateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that such Paying Agent will: