Common use of Money for Note Payments to Be Held in Trust Clause in Contracts

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series or class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account pursuant to Sections 5.07 or 8.01 hereof shall be made on behalf of the Issuing Entity by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Issuing Entity under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.01 hereof. With respect to Definitive Notes, if the Issuing Entity shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuing Entity shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Issuing Entity, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent 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. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveIssuing Entity. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or Issuing Entity shall not appoint any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term “Permitted Investments”. The Servicer, on behalf of the Issuing Entity, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuing Entity, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee’s Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Issuing Entity (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Issuing Entity (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, with respect to the withholding from any payments made by it on any Notes or pursuant to the Swap Agreement of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Issuing Entity, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Issuing Entity; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Issuing Entity for payment thereofthereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Issuing Entity, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer (and, in the case of the Co-Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth 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 Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, will make distributions the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuers shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any series additional or class successor Paying Agent, (x) so long as the Notes of Notes any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit 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 any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer 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 examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Securities for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Persons 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 principal of or interest on Notes of such series or class amounts due with respect to the Securities in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Securities if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Issuers or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class Securities and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will Securities shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give Issuers any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the Notes as whose Securities have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee, will make distributions Trustee to Noteholders from deposit with such Paying Agent an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of this Indenture or any Indenture Supplement and will report an amount sufficient to pay the amounts of then becoming due on the Notes with respect to which such distributions deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture TrusteeTrustee for application in accordance with Article VIII hereof. Any Subject to the prior written consent of the Note Insurer, any Paying Agent will have other than the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power be appointed by Trust Order and remove at the Paying Agent if expense of the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respectTrust. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Trust shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term "Permitted Investments". The Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Noteholder Statement, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to or any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Master Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the related Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveTrust. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or Trust shall not appoint any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term “Permitted Investments”. The Master Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee’s Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Trust (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Master Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any series Class are rated by the Rating Agency, with respect to any additional or class successor Paying Agent, such Paying Agent has a long-term debt rating of Notes “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P. 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 Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account of Asset Pool One or other applicable Bank Account pursuant to the provisions of Article V of this Indenture the Asset Pool One Supplement or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account of Asset Pool One or other applicable Bank Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer Issuing Entity will cause each Paying Agent (other than the Indenture Trustee) for any series Series, Class or class Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series Series, Class or class Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer Issuing Entity (or any other obligor upon the Notes of such series Series, Class or classTranche) in the making of any such payment of principal or interest on the Notes of such series Series, Class or classTranche; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law 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. The Issuer Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series Series, Class or class Tranche of Notes or for any other purpose, pay, or by an Officer's ’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Issuing Entity or such Paying Agent in respect of each and every series Series, Class or class Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer Issuing Entity in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Issuing Entity or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the IssuerIssuing Entity, in trust for the payment of the principal of or interest on any Note of any series Series, Class or class Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer Issuing Entity upon request in an Officer's ’s Certificate, or (if then held by the IssuerIssuing Entity) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer Issuing Entity for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer Issuing Entity as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer Issuing Entity give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1061.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer Issuing Entity free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal federal or State state authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The Paying AgentAs specified in Section 8.02, all payments of amounts due and payable on or with respect to the Notes, which are to be made from amounts withdrawn from the Collection Account, shall be made on behalf of the Issuer by the Indenture Trustee, will make distributions to Noteholders and no amounts so withdrawn from the Collection Account or other applicable Account shall be paid over to the Issuer except as provided in this Indenture. Subject to Requirements of Law with respect to escheat of funds, and after such notice required with respect to Notes not surrendered for cancellation pursuant to the provisions of Article V of this Indenture or Section 10.02(b) is given, any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if money held by the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series or class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and amount due with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will shall be discharged from such trust, and the Indenture Trustee shall give prompt notice of such occurrence to the Issuer and shall release such money to the Issuer on Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer (and then only to the extent of the amounts so paid to the Issuer) for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The ; provided, however, that the Indenture Trustee or such Paying AgentTrustee, before being required to make any such repayment, may shall at the expense direction of the Issuer give notice to the Holders of the Notes as to which the money cause to be repaid was held published once, in trusta newspaper published in the English language, as provided customarily published on each Business Day and of general circulation in Section 106The City of New York, a notice that such funds remain money remains unclaimed and that, after a date specified in the noticetherein, which will date shall not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trustsuch publication, any unclaimed balance of such funds money then remaining will be paid repaid to the Issuer free Issuer. The cost of any such notice or publication shall be paid out of funds in the Collection Account. The Indenture Trustee shall also adopt and employ, at the expense of the trust formerly impressed upon it. The Issuer initially authorizes Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including records of the Indenture Trustee) to act as Paying Agent in addition to or in place , at the last address of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to the Notes which are to be made from amounts withdrawn from the Collection Account and the Excess Funding Account shall be made on behalf of Issuer by Indenture Trustee or by Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders and no amounts so withdrawn from the Collection Account or other applicable the Excess Funding Account shall be paid over to or at the direction of Issuer except as provided in this Section 3.03 and in the related Indenture Supplement. Whenever Issuer shall have a Paying Agent in addition to Indenture Trustee, it will, on or before the Business Day next preceding each Distribution Date, direct Indenture Trustee to deposit with such Paying Agent on or before such Distribution Date an aggregate sum sufficient to pay the amounts then becoming due, such sum to be (i) held in trust for the benefit of Persons entitled thereto and (ii) invested, pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any an Issuer Order, by Paying Agent will have in Permitted Investments in accordance with the revocable power terms of the related Indenture Supplement. For all investments made by a Paying Agent under this Section 3.03, such Paying Agent shall be entitled to withdraw funds from all of the Collection Account or other applicable Account for the purpose rights and obligations of making the distributions referred to above. The Indenture Trustee may revoke under the related Indenture Supplement, such power rights and remove the Paying Agent if the Indenture Trustee determines obligations being incorporated in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respectparagraph by this reference. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series or class of Notes Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent, in acting as Paying Agent, is an express agent of Issuer and, further, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any default by the Issuer (or any other obligor upon the Notes Notes) of such series or class) which it has actual knowledge in the making of any such payment of principal or interest on required to be made with respect to the Notes of such series or classNotes; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this the Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedsums.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions Issuer shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any series Class are rated by a Rating Agency, with respect to any additional or class successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of Notes “A+” or higher by S&P and “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s and “A-1” by S&P or (ii) the Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s and “A-1” by S&P, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any series Class are rated by a Rating Agency, with respect to any additional or class 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 and (to the extent that Fitch is rating any Notes then Outstanding) a short-term crediting rating of at least “F1” or a long-term rating of at least “A” by Fitch or (ii) the Global Rating Agency 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 and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” or a long-term rating of at least “A” by Fitch, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes and the Issuer 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 principal of or interest on amounts due with respect to the Notes of such series or class and otherwise to the Issuer in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes and otherwise to the Issuer if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Issuer Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Issuer Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series Series or class Class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this SectionSection 11.03, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series Series or class Class in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series Series or classClass) in the making of any such payment of principal or interest on the Notes of such series Series or classClass; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section 11.03 required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series Series or class Class of Notes or for any other purpose, pay, or by an Officer's ’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series Series or class Class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series Series or class Class and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's ’s Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1061.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal federal or State state authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is a member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this SectionSection 11.03, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The Paying AgentAs specified in Section 8.03, all payments of amounts due and payable on or with respect to the Notes, which are to be made from amounts withdrawn from the Collection Account, shall be made on behalf of the Issuer by the Indenture Trustee, will make distributions to Noteholders and no amounts so withdrawn from the Collection Account or other applicable Account shall be paid over to the Issuer except as provided in this Indenture. Subject to Requirements of Law with respect to escheat of funds, and after such notice required with respect to Notes not surrendered for cancellation pursuant to the provisions of Article V of this Indenture or Section 10.02(b) is given, any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if money held by the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series or class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and amount due with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will shall be discharged from such trust, and the Indenture Trustee shall give prompt notice of such occurrence to the Issuer and shall release such money to the Issuer on Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer (and then only to the extent of the amounts so paid to the Issuer) for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The cost of any such notice or publication shall be paid out of funds in the Collection Account. The Indenture Trustee or such Paying Agentshall also adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders records of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place , at the last address of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account of the applicable Asset Pool or other applicable Issuer Account pursuant to the provisions of Article V of this Indenture any Asset Pool Supplement or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account of the applicable Asset Pool or other applicable Issuer Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture Indenture, any Asset Pool Supplement or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series Series, Class or class Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series Series, Class or class Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series Series, Class or classTranche) in the making of any such payment of principal or interest on the Notes of such series Series, Class or classTranche; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series Series, Class or class Tranche of Notes or for any other purpose, pay, or by an Officer's ’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series Series, Class or class Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series Series, Class or class Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's ’s Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is a member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent 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. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveTrust. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or Trust shall not appoint any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term “Permitted Investments”. The Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee’s Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Trust (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, with respect to the withholding from any payments made by it on any Notes or pursuant to the Swap Agreement of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Master Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the related Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveTrust. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or Trust shall not appoint any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term "Permitted Investments". The Master Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee's Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Trust (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Master Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments or distributions of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent as with respect to payments or distributions on the Securities. When the Issuer shall have a Paying Agent that is not also the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions 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 Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any series additional or class successor Paying Agent, so long as the Notes of Notes any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit 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 any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Securities for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Persons 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 principal of or interest on Notes of such series or class amounts due with respect to the Securities in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Securities if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class Securities and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will Securities shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the Notes as whose Securities have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Master Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the related Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveTrust. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or Trust shall not appoint any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term "Permitted Investments". The Master Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee's Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Trust (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; PROVIDED, HOWEVER, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Master Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account of the applicable Asset Pool or other applicable Bank Account pursuant to the provisions of Article V of this Indenture any Asset Pool Supplement or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account of the applicable Asset Pool or other applicable Bank Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer Issuing Entity will cause each Paying Agent (other than the Indenture Trustee) for any series Series, Class or class Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series Series, Class or class Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer Issuing Entity (or any other obligor upon the Notes of such series Series, Class or classTranche) in the making of any such payment of principal or interest on the Notes of such series Series, Class or classTranche; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law 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. The Issuer Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series Series, Class or class Tranche of Notes or for any other purpose, pay, or by an Officer's ’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Issuing Entity or such Paying Agent in respect of each and every series Series, Class or class Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer Issuing Entity in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Issuing Entity or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the IssuerIssuing Entity, in trust for the payment of the principal of or interest on any Note of any series Series, Class or class Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer Issuing Entity upon request in an Officer's ’s Certificate, or (if then held by the IssuerIssuing Entity) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer Issuing Entity for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer Issuing Entity as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer Issuing Entity give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1061.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer Issuing Entity free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal federal or State state authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account pursuant to Sections 5.07 or 8.01 hereof shall be made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.01 hereof. With respect to Definitive Notes, if the Issuer shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Issuer, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent 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. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture TrusteeIssuer. The Issuer will cause each shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term “Permitted Investments”. The Servicer, on behalf of the Issuer, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuer, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee’s Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Issuer (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, with respect to the withholding from any payments made by it on any Notes or pursuant to the Swap Agreement of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Issuer, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Issuer, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Distribution Account pursuant to Sections 8.02(a) or 5.07 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Distribution Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Distribution Date, direct the Indenture Trustee, will make distributions Trustee to Noteholders from deposit with such Paying Agent an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the related Distribution Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of this Indenture or any Indenture Supplement and will report an amount sufficient to pay the amounts of then becoming due on the Notes with respect to which such distributions deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture TrusteeTrustee for application in accordance with Article VIII hereof. Any Subject to the prior written consent of the Note Insurer, any Paying Agent will have other than the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power be appointed by Trust Order and remove at the Paying Agent if expense of the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respectTrust. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Trust shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term "Permitted Investments". The Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Distribution Date among such Holders in the proportion specified in the applicable Indenture Trustee's Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to or any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Note Account pursuant to Section 8.02(c) or Section 5.07 shall be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the related Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish to the Paying Agent, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, will make distributions it will, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to Noteholders from deposit with such Paying Agent an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the related Note Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of this Indenture or any Indenture Supplement and will report an amount sufficient to pay the amounts of then becoming due on the Notes with respect to which such distributions deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture TrusteeTrustee for application in accordance with Article VIII. Any Subject to the prior consent of the Note Insurer, any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if than the Indenture Trustee determines in its sole discretion that shall be appointed by Issuer Order and at the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to expense of the Indenture TrusteeIssuer. The Issuer will cause each shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (c) of Notes the definition of the term Permitted Investments. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will: (ai) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Payment Date Statement, in each case to the extent permitted by applicable law; (ii) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (biii) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (iv) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (cv) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Issuer, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (evi) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; PROVIDED, HOWEVER, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Issuer has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Issuer; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereofthereof (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, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Issuer, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to or any series or class Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account pursuant to Sections 5.07 or 8.01 hereof shall be made on behalf of the Issuing Entity by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Issuing Entity under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.01 hereof. With respect to Definitive Notes, if the Issuing Entity shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuing Entity shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Issuing Entity, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to distribute from the Payment Account to such Paying Agent on such Payment Date 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. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveIssuing Entity. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or Issuing Entity shall not appoint any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Eligible Investments pursuant to clause (iii) of Notes the definition of the term “Eligible Investments”. The Servicer, on behalf of the Issuing Entity, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuing Entity, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee’s Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Issuing Entity (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Issuing Entity (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Issuing Entity, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Issuing Entity; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Issuing Entity for payment thereofthereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay, before being required but shall have no obligation to make any such repayment(and shall have no liability for failing to), may adopt and employ, at the expense of the Issuer give Issuing Entity, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account pursuant to Sections 5.07 or 8.01 hereof shall be made on behalf of the Issuing Entity by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Issuing Entity under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.01 hereof. With respect to Definitive Notes, if the Issuing Entity shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuing Entity shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Issuing Entity, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent 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. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, will make distributions to Noteholders from may be appointed by Trust Order and at the Collection Account or other applicable Account pursuant to expense of the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveIssuing Entity. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or Issuing Entity shall not appoint any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term “Permitted Investments”. The Servicer, on behalf of the Issuing Entity, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuing Entity, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee’s Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Issuing Entity (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault by the Issuing Entity (or any other obligor upon the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, with respect to the withholding from any payments made by it on any Notes or pursuant to the Hedge Agreements of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Issuing Entity, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon in the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Issuing Entity; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Issuing Entity for payment thereofthereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Issuing Entity, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to any series or class an), Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Issuer Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Issuer Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series Series, Class or class Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this SectionSection 11.03, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series Series, Class or class Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series Series, Class or classTranche) in the making of any such payment of principal or interest on the Notes of such series Series, Class or classTranche; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section 11.03 required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series Series, Class or class Tranche of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series Series, Class or class Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series Series, Class or class Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1061.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal federal or State state authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is a member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this SectionSection 11.03, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series series, class or class tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series series, class or class tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series series, class or classtranche) in the making of any such payment of principal or interest on the Notes of such series series, class or classtranche; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series series, class or class tranche of Notes or for any other purpose, pay, or by an Officer's ’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series series, class or class tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series series, class or class tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's ’s Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee The Bank of New York to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series series, class or class tranche of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation Cooperation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will shall make distributions to Noteholders from the Collection Account or other applicable Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will shall report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will shall have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will shall return all funds in its possession to the Indenture Trustee. The Issuer will shall cause each Paying Agent (other than the Indenture Trustee) for any series or class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent willshall: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's ’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's ’s Certificate, or (if then held by the Issuer) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1061.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will shall not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will shall be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee Xxxxx Fargo Bank, National Association to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will shall at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions 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 Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any series Class are rated by a Rating Agency, with respect to any additional or class successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of Notes “A+” or higher by S&P and “A1” or higher by Xxxxx’x or a short-term debt rating of “P-1” by Xxxxx’x and “A-1” by S&P or (ii) the Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Xxxxx’x or a short-term debt rating of “P-1” by Xxxxx’x and “A-1” by S&P, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes and the Issuer with respect to the Interests for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Persons 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 principal of or interest on amounts due with respect to the Notes of such series or class and the Interests in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes and the Interests if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account of the applicable Asset Pool or other applicable Bank Account pursuant to the provisions of Article V of this Indenture any Asset Pool Supplement or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account of the applicable Asset Pool or other applicable Bank Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any series Series, Class or class Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such series Series, Class or class Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series Series, Class or classTranche) in the making of any such payment of principal or interest on the Notes of such series Series, Class or classTranche; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series Series, Class or class Tranche of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series Series, Class or class Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series Series, Class or class Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1061.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal federal or State state authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee, will make distributions Trustee to Noteholders from deposit with such Paying Agent an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the related Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of this Indenture or any Indenture Supplement and will report an amount sufficient to pay the amounts of then becoming due on the Notes with respect to which such distributions deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture TrusteeTrustee for application in accordance with Article VIII hereof. Any Subject to the prior written consent of the Note Insurer, any Paying Agent will have other than the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power be appointed by Trust Order and remove at the Paying Agent if expense of the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respectTrust. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Trust shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term "Permitted Investments". The Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Indenture Trustee's Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to or any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Account pursuant to Section 8.02(c) or Section 5.07 shall be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, will make distributions it will, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to Noteholders from deposit with such Paying Agent an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the Note Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of this Indenture or any Indenture Supplement and will report an amount sufficient to pay the amounts of then becoming due on the Notes with respect to which such distributions deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture TrusteeTrustee for application in accordance with Article VIII. Any Subject to the prior consent of [the Note Insurer,] any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if than the Indenture Trustee determines in its sole discretion that shall be appointed by Issuer Order and at the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to expense of the Indenture TrusteeIssuer. The Issuer will cause each shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (c) of Notes the definition of the term Permitted Investments. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the applicable Payment Date Statement, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Issuer has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Issuer; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereofthereof (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, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Issuer, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to or any series or class Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer (and, in the case of the Co-Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth 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 Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, will make distributions the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuers shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any series additional or class successor Paying Agent, (x) so long as the Notes of Notes any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit 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 any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer 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 examination by federal and/or state banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Securities for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Persons 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 principal of or interest on Notes of such series or class amounts due with respect to the Securities in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Securities if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Issuers or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class Securities and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will Securities shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give Issuers any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the Notes as whose Securities have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The If the Company shall at any time act as its own Paying AgentAgent with respect to the Notes, it will, on behalf or before each due date of the Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Account pursuant to the provisions principal of Article V of this Indenture or any Indenture Supplement premium or interest on, or Additional Interest, if any, with respect to, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest and Additional Interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will report promptly notify the amounts Trustee of such distributions its action or failure so to act. Whenever the Indenture Trustee. Any Company shall have one or more Paying Agents for any Notes, it will, prior to each due date of the principal of or any premium or interest on, or Additional Interest, if any, with respect to, any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will have promptly notify the revocable power Trustee of its action or failure so to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to aboveact. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer Company will cause each Paying Agent (for any Notes other than the Indenture Trustee) for any series or class of Notes Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees)Trustee, subject to the provisions of this Section, that such Paying Agent will: will (a1) hold all sums held by it for comply with the payment of principal of or interest on Notes of such series or class in trust for the benefit provisions of the Persons entitled thereto until such sums will be paid Trust Indenture Act applicable to such Persons or otherwise disposed of it as herein provided; (b) if such a Paying Agent is not and (2) during the Indenture Trustee, give the Indenture Trustee notice continuance of any default by the Issuer Company (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment in respect of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultNotes, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it for payment in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements respect of the Internal Revenue 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 therewithNotes. The Issuer Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Company Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Company or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Company or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the IssuerCompany, in trust for the payment of the principal of or any premium or interest on on, or Additional Interest, if any, with respect to, any Note of any series or class and remaining unclaimed for two years after such principal principal, premium or interest or Additional Interest has become due and payable will shall be paid to the Issuer upon request in an Officer's CertificateCompany on Company Request, or (if then held by the IssuerCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer Company as trustee thereof, will shall thereupon cease. The Indenture ; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money Company cause to be repaid was held published once, in trusta newspaper published in the English language, as provided customarily published on each Business Day and of general circulation in Section 106each Place of Payment, a notice that such funds remain money remains unclaimed and that, after a date specified in the noticetherein, which will shall not be less than thirty (30) 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trustsuch publication, any unclaimed balance of such funds money then remaining will be paid repaid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedCompany.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents (other than a successor Trustee who shall automatically become the Paying Agent hereunder) shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any series Class are rated by a Rating Agency, with respect to any additional or class 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 and (to the extent that Fitch is rating any Notes then Outstanding) a short-term crediting rating of at least "F2" or a long-term rating of at least "BBB" by Fitch or (ii) the Global Rating Agency 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 and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least "F2" or a long-term rating of at least "BBB" by Fitch, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Co-Issuers by the Trustee or a Paying Agent. When the Issuer and the Co-Issuer, as applicable, shall have a Paying Agent that is not also the Note Registrar, they shall furnish, or cause the Note 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 Notes held by each such Holder. Whenever the Issuer and the Co-Issuer, as applicable, shall have a Paying Agent other than the Trustee, will make distributions to Noteholders from they shall, on or before the Collection Account Business Day next preceding each Payment Date or other applicable Account pursuant date on which payments on the Notes are due, as the case may be, direct the Trustee to deposit on such Payment Date or other date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer and the Co-Issuer, as applicable, shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 10. The initial Paying Agents for the Notes shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, however, that with respect to any series additional or class successor Paying Agent for the Notes, either (i) such Paying Agent has a rating of “A+” or higher or “A-1” by S&P or (ii) the Rating Agency Condition is met with respect to S&P; and provided, further, that so long as the Notes are rated by Fitch and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a rating of at least “F1+” by Fitch or (ii) the Rating Agency Condition is met with respect to Fitch. In the event that such successor Paying Agent ceases to have a rating required by the foregoing sentence and a Rating Agency fails to confirm its ratings of the Applicable Notes, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Co-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 examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 or other date payments on the Notes are due among such Holders in the proportion specified in the applicable report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any Default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee at any time during the continuance of any such Default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer and the Co-Issuer, if applicable, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer and the Co-Issuer, if applicable, or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer and the Co-Issuer, if applicable, or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Co-Issuers or, in the case of the Junior Notes, the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trustIssuer Request; and the Holder of such Note will shall thereafter, only have a claim, as an unsecured general creditor, look only to against the Issuer or the Co-Issuer for payment thereof, of such amounts and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability Money (but only to the extent of the Issuer as trustee thereof, will amounts so paid to the Co-Issuers) shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give Co-Issuers, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for Redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Distribution Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Distribution Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer shall furnish, or cause the Notes 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 of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, will make distributions the Issuer and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the Collection Account or other applicable Account amounts then becoming due pursuant to the provisions of Article V terms of this Indenture or any Indenture Supplement and will report the amounts of such distributions (to the Indenture extent funds are then available for such purpose in the Distribution Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer for the non-payment to the Paying Agent of any series amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or class successor Paying Agents shall be appointed by Issuer Order of Notes the Issuer with written notice thereof to the Rating Agency, the Trustee and the Majority Representative; provided with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term senior unsecured debt rating of at least “A”, a short-term debt rating of at least “R- 1(middle)” by DBRS (or the equivalent ratings by at least two other NRSROs) and capital and surplus of at least $100,000,000 or (ii) the Rating Agency Condition shall have been satisfied with respect to such additional or successor Paying Agent. In the event that such successor Paying Agent ceases to have a long-term senior unsecured debt rating of at least “BBB(high)” and a short-term debt rating of at least “R-1(low)” by DBRS, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination by federal and/or state and/or national banking authorities. The Issuer shall cause the Paying Agent (if the Trustee is not acting as the Paying Agent) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Redemption Date among such Holders in the proportion specified in the applicable report to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee and the Majority Representative notice of any Default by the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee, at any time during the continuance of any such Default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any the Paying Agent to paypay (to the extent the Paying Agent is not the Trustee), to the Indenture Trustee all sums held in trust by the Issuer or such held by the Paying Agent in respect for payment of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon in trust for the same trusts Noteholders as those upon which such sums were held by the Issuer or such the Paying Agent; and, upon such payment by any the Paying Agent to the Indenture Trustee, such the Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts and all liability of the Indenture Trustee or such the Paying Agent with respect to such trust money, and all liability Money (but only to the extent of the Issuer as trustee thereof, will amounts so paid to the Issuer) shall thereupon cease. The Indenture Trustee or such the Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in Monies due and payable but not claimed is determinable from the Holders records of the Notes as to which Paying Agent, at the money to be repaid was held in trust, as provided in Section 106, a notice that last address of record of each such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any series Class are rated by a Rating Agency, with respect to any additional or class successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of Notes “A+” or higher by S&P and “A1” or higher by Mxxxx’x or a short-term debt rating of “P-1” by Mxxxx’x and “A-1” by S&P or (ii) the Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Mxxxx’x or a short-term debt rating of “P-1” by Mxxxx’x and “A-1” by S&P, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes and the Issuer 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 principal of or interest on amounts due with respect to the Notes of such series or class and otherwise to the Issuer in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes and otherwise to the Issuer if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Secured Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture TrusteeCo-Issuers by the Collateral Agent or a Paying Agent with respect to payments on the Secured Debt. When the Co-Issuers shall have a Paying Agent that is not also the Note Registrar, will make distributions the Issuer shall furnish, or cause the Note Registrar to Noteholders from furnish, no later than the Collection Account 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 Notes held by each such Holder. Whenever the Co-Issuers shall have a Paying Agent other than the Collateral Agent, the Issuer shall, on or other applicable Account pursuant before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral 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 provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Collateral Agent) the Co-Issuers shall promptly notify the Collateral Agent of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Collateral Agent) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Collateral Agent for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) for 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 and (to the extent that Fitch is rating any series Secured Debt then Outstanding) a short-term credit rating of at least “F1” or class a long-term rating of Notes at least “A” by Fitch or (ii) the Global Rating Agency 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 and (to the extent that Fitch is rating any Secured Debt then Outstanding) a short-term credit rating of at least “F1” or a long-term rating of at least “A” by Fitch, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Co-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 examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Collateral Agent to execute and deliver to the Indenture Trustee Collateral Agent an instrument in which such Paying Agent will shall agree with the Indenture Trustee (Collateral Agent and if the Indenture Trustee Collateral Agent acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Persons 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 principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture TrusteeCollateral Agent, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee Collateral Agent all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Collateral Agent, immediately give the Collateral Agent notice of any default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Collateral Agent, during the continuance of any such default, upon the written request of the Internal Revenue Code with respect Collateral Agent, forthwith pay to the withholding from any payments made Collateral Agent all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer Co-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee Collateral Agent all sums held in trust by the Issuer Co-Issuers or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee Collateral Agent upon the same trusts as those upon which such sums were held by the Issuer Co-Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture TrusteeCollateral Agent, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Trustee, will make distributions to Noteholders from Issuer by the Collection Account Trustee or other applicable Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any a Paying Agent will with respect to payments on the Notes. When the Issuer shall have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the a Paying Agent that is not also the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if the Indenture Trustee determines necessary, in its sole discretion that the such form as such Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respectmay reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. The Whenever the Issuer shall have a Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for , the Issuer shall, on or before the Business Day next preceding each Payment Date and on any series Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or class of Notes to execute and deliver to such Redemption Date, as the Indenture Trustee an instrument in which case may be, with such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agreesif 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), subject such sum to the provisions of this Section, that such Paying Agent will: (a) hold all sums be held by it for the payment of principal of or interest on Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; and (b) if unless such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by ) the Issuer shall promptly notify the Trustee of its action or failure so to act. Any Monies deposited with a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or any other obligor upon successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of such series any Class are rated by Xxxxx’x or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture TrusteeFitch, at any time during the continuance of any such defaultas applicable, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any timeadditional or successor Paying Agent, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or either (i) such Paying Agent has a long-term debt rating of “A1” or higher by Xxxxx’x or a short-term debt rating of “P‑1” by Xxxxx’x and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” and a long-term credit rating of at least “A” by Fitch or (ii) the Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have the ratings described in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture orthe immediately preceding sentence, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, shall promptly remove such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, appoint a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.successor Paying

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Secured Debt that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Collateral Trustee or a Paying Agent (and in the case of the Class A-1 Loans, the Loan Agent) with respect to payments on the Secured Debt. When the Issuer shall have a Paying Agent that is not also the Note Registrar, the Issuer shall furnish, or cause the Note 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Collateral Trustee, will make distributions 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 Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Collateral Trustee) the Issuer shall promptly notify the Collateral Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes 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 XI. The initial Paying Agent shall be as set forth in Section 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 Notes of any series Class are rated by a Rating Agency, with respect to any additional or class successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of Notes “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Global Rating Agency 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 Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Collateral Trustee an instrument in which such Paying Agent will shall agree with the Indenture Collateral Trustee (and if the Indenture Collateral Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Persons 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 principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Collateral Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Collateral Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Collateral Trustee, immediately give the Collateral Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Collateral Trustee, during the continuance of any such default, upon the written request of the Internal Revenue Code with respect Collateral Trustee, forthwith pay to the withholding from any payments made Collateral Trustee all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Collateral Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Collateral Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Collateral Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Collateral Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (but only to the extent of the amounts so paid to the Issuer) and all liability of the Indenture Collateral Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Collateral Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, providing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Distribution Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Distribution Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Distribution Date, direct the Indenture Trustee, will make distributions Trustee to Noteholders from deposit with such Paying Agent an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the related Distribution Account, such sum to be held in trust for the benefit of Article V the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of this Indenture or any Indenture Supplement and will report an amount sufficient to pay the amounts of then becoming due on the Notes with respect to which such distributions deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture TrusteeTrustee for application in accordance with Article VIII hereof. Any Subject to the prior written consent of the Note Insurer, any Paying Agent will have other than the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power be appointed by Trust Order and remove at the Paying Agent if expense of the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respectTrust. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Trust shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term "Permitted Investments". The Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Distribution Date among such Holders in the proportion specified in the applicable Noteholder Statement, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to or any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer (and, in the case of the Co-Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth 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 Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, will make distributions the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuers shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any series additional or class successor Paying Agent, (x) so long as the Notes of Notes any Class are rated by S&P 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 any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer 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 examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Securities for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Persons 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 principal of or interest on Notes of such series or class amounts due with respect to the Securities in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Securities if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Issuers or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class Securities and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will Securities shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give Issuers any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the Notes as whose Securities have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Accounts shall be made on behalf of the Indenture Issuer and/or the applicable Issuer Subsidiary by the Trustee or a Paying Agent with respect to payments on the Notes. 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 Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, will make distributions they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the applicable Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Applicable Issuers shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee and the Rating Agency. The Issuer Entities shall not appoint any series Paying Agent that is not, at the time of such appointment, a depository institution or class of Notes trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer Entities shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent willshall: (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 principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by any Issuer Entity (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer Entities may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Entities or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Entities or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Applicable Issuers on Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trustOrder; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Applicable Issuers for payment thereof, of such amounts (but only to the extent of the amounts so paid to the Applicable Issuers) and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give Applicable Issuers any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer shall furnish, or cause the Notes 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 of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, will make distributions the Issuer and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the Collection Account or other applicable Account amounts then becoming due pursuant to the provisions of Article V terms of this Indenture or any Indenture Supplement and will report the amounts of such distributions (to the Indenture extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer for the non-payment to the Paying Agent of any series amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or class successor Paying Agents shall be appointed by Issuer Order of the Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of “Aa3” or higher by Mxxxx’x, “AA-”or higher by Fitch and “AA-” or higher by S&P or a short-term debt rating of “P-1” by Mxxxx’x, “F1+” by Fitch and “A1+” by S&P or (ii) the Rating Agency Condition shall have been satisfied with respect to such additional or successor Paying Agent. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by Mxxxx’x, “AA-”or higher by Fitch or “AA-” or higher by S&P or a short-term debt rating of at least “P-1” by Mxxxx’x, “F1+” by Fitch and “A-1+” by S&P, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination by federal and/or state and/or national banking authorities. The Issuer shall cause the Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Redemption Date among such Holders in the proportion specified in the applicable report or Redemption Date Statement, as the case may be, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any Default by the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee, at any time during the continuance of any such Default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any the Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such held by the Paying Agent in respect for payment of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon in trust for the same trusts Noteholders as those upon which such sums were held by the Issuer or such the Paying Agent; and, upon such payment by any the Paying Agent to the Indenture Trustee, such the Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts and all liability of the Indenture Trustee or such the Paying Agent with respect to such trust money, and all liability Money (but only to the extent of the Issuer as trustee thereof, will amounts so paid to the Issuer) shall thereupon cease. The Indenture Trustee or such ; provided, however, that the Irish Paying Agent, before being required to make any such repaymentpayment, may shall at the expense of the Issuer give notice to the Holders of the Notes as to which the money cause to be repaid was held published once, in trusta newspaper published in the English language, as provided customarily published on each Business Day and of general circulation in Section 106Dublin, a Ireland, notice that such funds remain money remains unclaimed and that, after a date specified in the noticetherein, which will shall not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trustsuch publication, any unclaimed balance of such funds money then remaining will shall be paid repaid to the Issuer free Issuer. The Trustee or the Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to act as Paying Agent Holders whose Notes have been called but have not been surrendered for the Notes on its behalf. The Issuer may at any time and from time to time authorize one redemption or more Persons (including the Indenture Trustee) to act as Paying Agent in addition whose right to or interest in place Monies due and payable but not claimed is determinable from the records of the Indenture Trustee with respect to any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus record of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying AgentRepayment of Unclaimed Money. If the Obligors shall at any time set as their own paying agent, they will, on behalf or before each date upon which a payment of the Indenture Trustee, will make distributions to Noteholders from the Collection Account interest or other applicable Account pursuant to the provisions a payment or prepayment of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent principal is due (other than the Indenture Trustee) for any series or class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agreesa "Note Payment Date"), subject to the provisions of this Section, that such Paying Agent will: (a) segregate and hold all sums held by it for the payment of principal of or interest on Notes of such series or class in trust for the benefit of the Persons entitled thereto holders of the Notes a sum sufficient to pay the principal (and premium, if any) or interest becoming due on such date until such sums will shall be paid to such Persons holders or otherwise disposed of as herein provided; , and the Obligors will promptly notify the Trustee of their action or failure to act. Whenever the Trustee shall act as a paying agent, the Obligors will, prior to each Note Payment Date, deposit with the paying agent sum sufficient to pay the principal (band premium, if any) if or interest becoming due on such Paying Agent is date, such sum to be held in trust for the benefit of the holders of the Notes. The Obligors will not appoint a Person, other than the Indenture Trustee, give to act as paying agent. Moneys so segregated or deposited and held in trust shall not be part of the Indenture Trustee notice Trust Estate but shall constitute a separate trust fund for the benefit of any default the Persons entitled to such principal, premium or interest. Moneys held in trust by the Issuer Trustee for the payment of the principal (or any other obligor upon the Notes of such series or classpremium, if any) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is need not the Indenture Trusteebe segregated from other funds, at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay except to the Indenture Trustee all sums so held in trust extent required by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such moneylaw. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of (and premium, if any) or interest on any Note of any series or class Notes and remaining unclaimed for two 6 years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trustCompany; and the Holder holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. The Paying Agent, (1) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Debt Service Coverage Account in accordance with Section 4.05 shall be made on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove Company by the Paying Agent on the Notes, and the Trustee shall pay over any such amounts to the Paying Agent (if not the Indenture Trustee) for such purpose and no amounts so withdrawn from the Debt Service Coverage Account by the Trustee determines for payments on the Notes shall be paid over to the Company except as provided in its sole discretion that Article Four or Article Six or subsection (2) of this Section 11.03. The Company hereby appoints the Trustee as the initial Paying Agent for amounts due on the Notes. The Company may appoint any other Person to act as Paying Agent to perform all functions of Paying Agent under this Indenture, as fully to all intents and purposes as though the Paying Agent has failed been expressly authorized to perform such functions. Whenever the Company shall have one or more Paying Agents, the Trustee shall, prior to each due date of the principal of or any premium or interest on any Notes or Liquidated Damages in respect of any Note, deposit with such Paying Agent a Table of Contents sum sufficient to pay such amount, such sum to be held on trust pursuant to this Indenture. If the Company shall at any time act as its obligations under own Paying Agent with respect to the Notes, it shall, on or before each due date of the principal of or any premium or interest on any of the Notes or Liquidated Damages in respect of any Note, segregate and hold in trust for the benefit of the Persons entitled thereto the proceeds deposited with it pursuant to the preceding paragraph until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and will promptly notify the Trustee and the Insurer of its action or any Indenture Supplement in any material respectfailure so to act. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will Company shall cause each Paying Agent (other than the Indenture Trustee) for any series or class of Notes Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees)Trustee, subject to the provisions of this SectionSection 11.03, that such Paying Agent will: will (ai) comply with the provisions of this Indenture applicable to it as a Paying Agent; (ii) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein in this Indenture provided and pay such sums to such Persons as in this Indenture provided; ; (biii) if such Paying Agent is not give the Indenture Trustee, give with a copy to the Indenture Trustee Insurer, notice of any default by the Issuer Company of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; and (iv) during the continuance of any default by the Company (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment in respect of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultNotes, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign Agent as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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 therewithsuch. The Issuer Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Company Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Company or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Company or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. . (2) Any money deposited by the Company with the Indenture Trustee in the Debt Service Coverage Account or otherwise, or deposited with any Paying Agent, or then held by the IssuerCompany, in trust for the payment of the principal of or any Redemption Price or interest on any Note or Liquidated Damages in respect of any series or class Note and remaining unclaimed for until the later of (i) two years after such principal principal, Redemption Price, interest or interest Liquidated Damages has become due and payable will and (ii) the termination of the Insurance Policy, whether on its terms or otherwise, shall be paid to the Issuer upon request in an Officer's CertificateCompany on Company Request, or (if then held by the IssuerCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer Company as trustee thereof, will shall thereupon cease. The Indenture ; provided however, that the Trustee or such Paying Agent, Agent before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money Company cause to be repaid was held published once, in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified newspaper published in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.English language,

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. 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 Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, will make distributions they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Applicable Issuers shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee and the Rating Agency; provided that so long as the Notes of any series Class are rated by a Rating Agency, with respect to any additional or class successor Paying Agent, such Paying Agent satisfies the rating requirements specified in Section 6.8. If such successor Paying Agent ceases to have the required ratings specified above, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Co-Issuers shall not appoint any Paying Agent that is not, at the time of Notes such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held in trust by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer Co-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Co-Issuers or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Co-Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Applicable Issuers on Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trustOrder; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Applicable Issuers for payment thereof, of such amounts (but only to the extent of the amounts so paid to the Applicable Issuers) and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give Applicable Issuers any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. If the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, the Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee, will make distributions Trustee to Noteholders from deposit with such Paying Agent an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the related Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of this Indenture or any Indenture Supplement and will report an amount sufficient to pay the amounts of then becoming due on the Notes with respect to which such distributions deposit was made shall, upon Trust Order, be paid over by such Paying Agent to the Indenture TrusteeTrustee for application in accordance with Article VIII hereof. Any Subject to the prior written consent of the Initial Purchaser, any Paying Agent will have other than the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power be appointed by Trust Order and remove at the Paying Agent if expense of the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respectTrust. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Trust shall not appoint any Paying Agent (other than the Indenture Trustee) for any series that is not, at the time of such appointment, a depository institution or class trust company whose obligations would be Permitted Investments pursuant to clause (b) of Notes the definition of the term "Permitted Investments". The Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes on each Payment Date among such Holders in the proportion specified in the Servicer Remittance Report, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bc) if such Paying Agent is not the Indenture Trustee, 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 the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Trust (or any other obligor upon the Notes of such series or classNotes) in the making of any such payment of principal or interest on the required to be made with respect to any Notes of such series or classfor which it is acting as Paying Agent; (ce) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (ef) comply with all requirements of the Internal Revenue Code Code, and all regulations thereunder, 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; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Notes, the Servicer, on behalf of the Trust, has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Trust Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay, pay to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such money. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note of any series or class and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer upon request in an Officer's CertificateHolder of such Note (or if earlier, or (if then held by three months before the Issuerdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment thereofthereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will money shall thereupon cease. The Indenture Trustee or such Paying Agentmay adopt and employ, before being required to make any such repayment, may at the expense of the Issuer give Trust, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed moneys due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place records of the Indenture Trustee with respect to or any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization record for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder).

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes 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 of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, will make distributions the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the Collection Account or other applicable Account amounts then becoming due pursuant to the provisions of Article V terms of this Indenture or any Indenture Supplement and will report the amounts of such distributions (to the Indenture extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any series amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or class successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of “Aa3” or higher by Moody’s and “AA-” or higher by S&P or a short-term debt rating of “P-1” by Moody’s and “A-1+” by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by Moody’s or “AA-” or higher by S&P or a short-term debt rating of at least “P-1” by Moody’s and “A-1+” by S&P, the Issuer and the Co-Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuer and the Co-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 examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause the Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Redemption Date among such Holders in the proportion specified in the applicable report or Redemption Date Statement, as the case may be, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any Default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee at any time during the continuance of any such Default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer or the Co-Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any the Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such the Co-Issuer or held by the Paying Agent in respect for payment of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon in trust for the same trusts Noteholders as those upon which such sums were held by the Issuer, the Co-Issuer or such the Paying Agent; and, upon such payment by any the Paying Agent to the Indenture Trustee, such the Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts and all liability of the Indenture Trustee or such the Paying Agent with respect to such trust money, and all liability Money (but only to the extent of the amounts so paid to the Issuer or the Co-Issuer, as trustee thereof, will applicable) shall thereupon cease. The Indenture Trustee or such the Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give or the Co-Issuer, as the case may be, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in Monies due and payable but not claimed is determinable from the Holders records of the Notes as to which Paying Agent, at the money to be repaid was held in trust, as provided in Section 106, a notice that last address of record of each such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Co-Issuers by the Trustee or a Paying Agent with respect to payments on the Notes. When the Co-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 (5th) 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 Notes held by each such Holder. Whenever the Co-Issuers shall have a Paying Agent other than the Trustee, will make distributions they shall, on or before the Business Day next preceding each Distribution Date or Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Distribution Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the Collection Account or other applicable Account pursuant amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Co-Issuers shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents (other than a successor Trustee who shall automatically become the Paying Agent hereunder pursuant to Section 7.2) shall be appointed by Issuer Order with written notice thereof to the Trustee (with a copy to each Rating Agency); provided, that so long as the Notes of any series Class is rated by a Rating Agency, with respect to any additional or class successor Paying Agent, such Paying Agent has a short-term issuer default rating of Notes at least “F1” by Fitch or a long-term issuer default rating of at least “A” by Fitch. In the event that such successor Paying Agent ceases to have the minimum ratings set forth above, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Co-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 examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent willshall: (a) allocate all sums received for payment to the Holders of Notes and the Issuer for which it acts as Paying Agent on each Distribution Date and any Redemption Date among such Holders in the proportion specified in the applicable Distribution Report or report pertaining to such Redemption Date to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class and otherwise to the Issuer in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes and otherwise to the Issuer if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee (with a copy to the Portfolio Manager and each Rating Agency) notice of any default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer Co-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer Co-Issuers or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer Co-Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class Notes and remaining unclaimed for two (2) years after such principal or interest amount has become due and payable will shall be paid to the Applicable Issuers on Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trustOrder; and the Holder of such Note will Notes shall thereafter, as an unsecured general creditor, look only to the Issuer Applicable Issuers for payment thereof, of such amounts (but only to the extent of the amounts so paid to the Applicable Issuers) and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give Applicable Issuers any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes 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 of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, will make distributions the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the Collection Account or other applicable Account amounts then becoming due pursuant to the provisions of Article V terms of this Indenture or any Indenture Supplement and will report the amounts of such distributions (to the Indenture extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any series amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or class successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-”or higher by Fitch and “AA-” or higher by S&P or a short-term debt rating of “P-1” by Xxxxx’x, “F1+” by Fitch and “A1+” by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-”or higher by Fitch or “AA-” or higher by S&P or a short-term debt rating of at least “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1+” by S&P, the Issuer and the Co-Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuer and the Co-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 examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause the Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Redemption Date among such Holders in the proportion specified in the applicable report or Redemption Date Statement, as the case may be, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any Default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee at any time during the continuance of any such Default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer or the Co-Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any the Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such the Co-Issuer or held by the Paying Agent in respect for payment of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon in trust for the same trusts Noteholders as those upon which such sums were held by the Issuer, the Co-Issuer or such the Paying Agent; and, upon such payment by any the Paying Agent to the Indenture Trustee, such the Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts and all liability of the Indenture Trustee or such the Paying Agent with respect to such trust money, and all liability Money (but only to the extent of the amounts so paid to the Issuer or the Co-Issuer, as trustee thereof, will applicable) shall thereupon cease. The Indenture Trustee or such ; provided, however, that the Irish Paying Agent, before being required to make any such repaymentpayment, may shall at the expense of the Issuer give notice to the Holders of the Notes as to which the money cause to be repaid was held published once, in trusta newspaper published in the English language, as provided customarily published on each Business Day and of general circulation in Section 106Dublin, a Ireland, notice that such funds remain money remains unclaimed and that, after a date specified in the noticetherein, which will shall not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trustsuch publication, any unclaimed balance of such funds money then remaining will shall be paid repaid to the Issuer free Issuer. The Trustee or the Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the trust formerly impressed upon it. The Issuer initially authorizes or the Indenture Trustee Co-Issuer, as the case may be, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to act as Paying Agent Holders whose Notes have been called but have not been surrendered for the Notes on its behalf. The Issuer may at any time and from time to time authorize one redemption or more Persons (including the Indenture Trustee) to act as Paying Agent in addition whose right to or interest in place Monies due and payable but not claimed is determinable from the records of the Indenture Trustee with respect to any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus record of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes 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 of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, will make distributions the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the Collection Account or other applicable Account amounts then becoming due pursuant to the provisions of Article V terms of this Indenture or any Indenture Supplement and will report the amounts of such distributions (to the Indenture extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any series amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or class successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of “Aa3” or higher by Moody’s, “AA-”or higher by Fitch and “AA-” or higher by S&P or a short-term debt rating of “P-1” by Moody’s, “F1+” by Fitch and “A1+” by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-”or higher by Fitch or “AA-” or higher by S&P or a short-term debt rating of at least “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1+” by S&P, the Issuer and the Co-Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuer and the Co-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 examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause the Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Redemption Date among such Holders in the proportion specified in the applicable report or Redemption Date Statement, as the case may be, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any Default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee at any time during the continuance of any such Default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer or the Co-Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any the Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such the Co-Issuer or held by the Paying Agent in respect for payment of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon in trust for the same trusts Noteholders as those upon which such sums were held by the Issuer, the Co-Issuer or such the Paying Agent; and, upon such payment by any the Paying Agent to the Indenture Trustee, such the Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two (2) years after such principal or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts and all liability of the Indenture Trustee or such the Paying Agent with respect to such trust money, and all liability Money (but only to the extent of the amounts so paid to the Issuer or the Co-Issuer, as trustee thereof, will applicable) shall thereupon cease. The Indenture Trustee or such ; provided, however, that the Irish Paying Agent, before being required to make any such repaymentpayment, may shall at the expense of the Issuer give notice to the Holders of the Notes as to which the money cause to be repaid was held published once, in trusta newspaper published in the English language, as provided customarily published on each Business Day and of general circulation in Section 106Dublin, a Ireland, notice that such funds remain money remains unclaimed and that, after a date specified in the noticetherein, which will shall not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trustsuch publication, any unclaimed balance of such funds money then remaining will shall be paid repaid to the Issuer free Issuer. The Trustee or the Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the trust formerly impressed upon it. The Issuer initially authorizes or the Indenture Trustee Co-Issuer, as the case may be, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to act as Paying Agent Holders whose Notes have been called but have not been surrendered for the Notes on its behalf. The Issuer may at any time and from time to time authorize one redemption or more Persons (including the Indenture Trustee) to act as Paying Agent in addition whose right to or interest in place Monies due and payable but not claimed is determinable from the records of the Indenture Trustee with respect to any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus record of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, 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 Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, will make distributions it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date or such Redemption Date, as the Collection Account or other applicable Account pursuant case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the provisions extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of Article V the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of this Indenture its action or any Indenture Supplement and will report the amounts of such distributions failure so to the Indenture Trusteeact. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any series Class are rated by a Rating Agency, with respect to any additional or class successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of Notes “A+” or higher by S&P and a counterparty risk assessment of “A1(cr)” or higher by Mxxxx’x or a short-term debt rating of “P-1” by Mxxxx’x and “A-1” by S&P or (ii) the Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and counterparty risk assessment of “A1(cr)” or higher by Mxxxx’x or a short-term debt rating of “P-1” by Mxxxx’x and “A-1” by S&P, the Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The 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 examination 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 Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes and the Issuer 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 principal of or interest on amounts due with respect to the Notes of such series or class and otherwise to the Issuer in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes and otherwise to the Issuer if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required to be made; and (e) if such Paying Agent is not the Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue 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. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all NotesAgent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, Agent in trust for the any payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest amount has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such truston Issuer Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts (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, and all liability of the Issuer as trustee thereof, will Money shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repaymentrelease of payment, may may, but shall not be required to, adopt and employ, at the expense of the Issuer give any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to the Holders of the whose Notes as have been called but have not been surrendered for redemption or whose right to which the money to be repaid was held or interest in trust, as provided in Section 106, a notice that such funds remain unclaimed Monies due and that, after a date specified in the notice, which will payable but not be less than thirty (30) days claimed is determinable from the date on which records of any Paying Agent, at the notice was first mailed or published to the Holders last address of the Notes as to which the money to be repaid was held in trust, any unclaimed balance record of each such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.

Money for Note Payments to Be Held in Trust. The Paying Agent, All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Indenture Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes 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 of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, will make distributions the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to Noteholders from deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the Collection Account or other applicable Account amounts then becoming due pursuant to the provisions of Article V terms of this Indenture or any Indenture Supplement and will report the amounts of such distributions (to the Indenture extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Monies deposited with a Paying Agent (other than the Indenture Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any series amounts payable thereto until at least one year and one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or class successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of "Aa3" or higher by Moody's, "AA-"or higher by Fitch and "AA-" or higher by S&P or a short-term debt rating of "P-1" by Moody's, "F1+" by Fitch and "A-1+" by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of "Aa3" or higher by Moody's, "AA-"or higher by Fitch or "AA-" or higher by S&P or a short-term debt rating of at least "P-1" by Moody's, "F1+" by Fitch and "A-1+" by S&P, the Issuer and the Co-Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuer and the Co-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 examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause the Paying Agent other than the Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, 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 Redemption Date among such Holders in the proportion specified in the applicable report or Redemption Date Statement, as the case may be, in each case to the extent permitted by applicable law; (b) hold all sums held by it for the payment of principal of or interest on amounts due with respect to the Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class; (c) if such Paying Agent is not the Indenture Trustee, 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; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section set forth above required to be met by a Paying Agent at the time of its appointment; (d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any Default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) comply with all requirements if such Paying Agent is not the Trustee at any time during the continuance of any such Default, upon the written request of the Internal Revenue Code with respect Trustee, forthwith pay to the withholding from any payments made Trustee all sums so held by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch Paying Agent. The Issuer or the Co-Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer's Certificate Issuer Order direct any the Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such the Co-Issuer or held by the Paying Agent in respect for payment of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon in trust for the same trusts Noteholders as those upon which such sums were held by the Issuer, the Co-Issuer or such the Paying Agent; and, upon such payment by any the Paying Agent to the Indenture Trustee, such the Paying Agent will shall be released from all further liability with respect to such moneyMoney. Any money Except as otherwise required by applicable law, any Money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust or deposited with the Paying Agent for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, of such amounts and all liability of the Indenture Trustee or such the Paying Agent with respect to such trust money, and all liability Money (but only to the extent of the amounts so paid to the Issuer or the Co-Issuer, as trustee thereof, will applicable) shall thereupon cease. The Indenture Trustee or such ; provided, however, that the Irish Paying Agent, before being required to make any such repaymentpayment, may shall at the expense of the Issuer give notice to the Holders of the Notes as to which the money cause to be repaid was held published once, in trusta newspaper published in the English language, as provided customarily published on each Business Day and of general circulation in Section 106Dublin, a Ireland, notice that such funds remain money remains unclaimed and that, after a date specified in the noticetherein, which will shall not be less than thirty (30) 30 days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trustsuch publication, any unclaimed balance of such funds money then remaining will shall be paid repaid to the Issuer free Issuer. The Trustee or the Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the trust formerly impressed upon it. The Issuer initially authorizes or the Indenture Trustee Co-Issuer, as the case may be, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to act as Paying Agent Holders whose Notes have been called but have not been surrendered for the Notes on its behalf. The Issuer may at any time and from time to time authorize one redemption or more Persons (including the Indenture Trustee) to act as Paying Agent in addition whose right to or interest in place Monies due and payable but not claimed is determinable from the records of the Indenture Trustee with respect to any series or class Paying Agent, at the last address of Notes issued under this Indenture. Each Paying Agent will at all times have a combined capital and surplus record of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If each such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so publishedHolder.