Common use of Money for Note Payments Clause in Contracts

Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account pursuant to Section 5.03 hereof shall be punctually made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from an Account for payments with respect to Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 and Article V hereof. (b) When there shall be 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, in such form as such Paying Agent may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Note Principal Balance of such Notes held by each such Noteholder. (c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer will, on or before the Business Day immediately preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due (to the extent funds are then available for such purpose in the Collection Account), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof. (d) The initial Paying Agent shall be the Indenture Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority Holders. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State banking authorities. (e) 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 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 3.03, that such Paying Agent will: (i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Report; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided; (iii) 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 payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) 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, the Noteholders, each Financial Institution and the Agent notice of any Termination Event, Default, Event of Default or Servicer Event of Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent; (v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of 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; and (vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment 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 the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee. (f) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to the Noteholder, it shall be discharged from such trust and paid to the Issuer upon an Issuer Order, without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the Issuer, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder).

Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account Revenue Fund pursuant to Section 5.03 5.05 hereof shall be punctually made on behalf of the Issuer Owner Trustee by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from an Account for payments with respect to Notes shall be paid over to the Issuer Owner Trustee under any circumstances except as provided in this Section 3.03 and Article V hereof. (b) When there shall be a Paying Agent that is not also the Note Registrar, the Issuer Owner Trustee shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day first Business Day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Note Principal Balance of such Notes held by each such Noteholder. (c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer Owner Trustee will, on or before the Business Day immediately next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due payable (to the extent funds are then available for such purpose in the Collection AccountRevenue Fund and the Reserve Fund), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof. (d) The initial Paying Agent shall be the Indenture Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority HoldersNote Insurer and with written notice to the Administrator. The Issuer Owner Trustee shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution a depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State state banking authorities. (e) The Issuer Owner Trustee 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 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 3.03, that such Paying Agent will: (i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Reportservicer's report in the form of Exhibit A-1 to the Servicing Agreement to the extent permitted by applicable law; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided; (iii) 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 payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) 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, the Noteholders, each Financial Institution Trustee and the Agent Note Insurer notice of any Termination Event, Default, Event of Default or Servicer Event of Servicing Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent; (v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of Servicing 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; and (vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment 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 the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee. (f) The Issuer Owner Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to the Noteholder, it shall be discharged from such trust and paid to the Issuer upon an Issuer Order, Owner Trustee without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer Owner Trustee for payment thereof (but only to the extent of the amounts so paid to the IssuerOwner Trustee), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the IssuerOwner Trustee, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder).

Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account Revenue Fund pursuant to Section 5.03 5.05 hereof shall be punctually made on behalf of the Issuer Owner Trustee by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from an Account for payments with respect to Notes shall be paid over to the Issuer Owner Trustee under any circumstances except as provided in this Section 3.03 and Article V hereof. (b) When there shall be a Paying Agent that is not also the Note Registrar, the Issuer Owner Trustee shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day first Business Day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Note Principal Balance of such Notes held by each such Noteholder. (c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer Owner Trustee will, on or before the Business Day immediately next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due payable (to the extent funds are then available for such purpose in the Collection AccountRevenue Fund and the Reserve Fund), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof. (d) The initial Paying Agent with respect to the Notes shall be the Indenture Trustee and the Initial Paying Agent with respect to the Certificate shall be the Owner Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority HoldersNote Insurer and with written notice to the Administrator. The Issuer Owner Trustee shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution a depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State state banking authorities. (e) The Issuer Owner Trustee 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 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 3.03, that such Paying Agent will: (i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Reportservicer's report in the form of Exhibit A to the Servicing Agreement to the extent permitted by applicable law; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided; (iii) 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 payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) 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, the Noteholders, each Financial Institution Trustee and the Agent Note Insurer notice of any Termination Event, Default, Event of Default or Servicer Event of Servicing Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent; (v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of Servicing 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; and (vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment 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 the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee. (f) The Issuer Owner Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to the Noteholder, it shall be discharged from such trust and paid to the Issuer upon an Issuer Order, Owner Trustee without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer Owner Trustee for payment thereof (but only to the extent of the amounts so paid to the IssuerOwner Trustee), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the IssuerOwner Trustee, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder).

Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account pursuant to Section 5.03 hereof shall be punctually made on behalf of If the Issuer by the Indenture Trustee or by a shall at any time act as its own Paying Agent, it will, one Business Day prior to each due date of the principal of (or premium, if any) or interest on any of the Notes, segregate and no amounts hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so withdrawn from an Account for payments with respect to Notes becoming due until such sums shall be paid over to such Persons or otherwise disposed of as herein provided and will promptly notify the Issuer under any circumstances except as provided in this Section 3.03 and Article V hereof. (b) When there shall be a Paying Agent that is not also the Note Registrar, Trustee of its action or failure so to act. Whenever the Issuer shall furnishhave one or more Paying Agents for the Notes, in accordance with the provision of Section 2.15 it shall unconditionally pay or cause procure to be paid to the Note Registrar to furnishPrincipal Paying Agent, no later than , within the fifth calendar day after each Record Datetime periods contemplated by Section 2.15, a listsum sufficient to pay the principal (and premium, in such form as such Paying Agent may reasonably requireif any), of the names and addresses of the Noteholders and of the number of individual Notes and the Note Principal Balance of such Notes held by interest so becoming due on each such Noteholder. (c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer will, on or before the Business Day immediately preceding each Interest Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due Maturity Date, Redemption Date or Business Day (to the extent funds are then available for such purpose in the Collection Accountas applicable), such sums sum to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shallprincipal, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof. (d) The initial Paying Agent shall be the Indenture Trustee. Any additional premium or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority Holders. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State banking authorities. (e) 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 shall agree with the Indenture Trusteeinterest, and if the Indenture Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.03, that such Paying Agent will: (i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Report; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided; (iii) if unless such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay ) the Issuer shall promptly notify the Trustee of such action or any failure so to the Indenture Trustee all sums held by it in trust for payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) 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, the Noteholders, each Financial Institution and the Agent notice of any Termination Event, Default, Event of Default or Servicer Event of Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent; (v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of 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; and (vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment 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 the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee. (f) act. The Issuer or Parent may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order Officer's Certificate direct any Paying Agent, if other than the Indenture TrusteeAgent to pay, to pay to the Indenture Trustee all sums held in trust by the Issuer, Parent or such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms trusts as those upon which such sums were held by the Issuer, Parent or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (g) sums. Any money held by deposited with the Indenture Trustee or any Paying Agent Agent, or then held by the Issuer or Parent, in trust for the payment of any amount distributable but unclaimed with respect to the principal of (or premium, if any) or interest on any Note shall be held in a non-interest bearing trust account, and if the same remains remaining unclaimed for two years after such amount principal, premium or interest has become due and payable shall be paid to the NoteholderIssuer or Parent upon receipt of a written request signed by a member of the Board of Directors or the Management Board and delivered to the Trustee, it or (if then held by the Issuer or Parent) shall be discharged from such trust and paid to the Issuer upon an Issuer Order, without any further action by any Persontrust; and the Holder of such Note shall thereafter, as an unsecured general a secured creditor, look only to the Issuer and Guarantors for payment thereof (but only to the extent of the amounts so paid to the Issuer)thereof, unless applicable abandoned property law designates another Person and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money money, and all liability of the Issuer or Guarantors as trustee thereof, shall thereupon cease. The Indenture ; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may adopt and employ, at the expense of the IssuerIssuer cause to be published once, in London's Financial Times and, for so long as the Notes remain listed on the Luxembourg Stock Exchange, the Luxemburger Wort, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any reasonable means of notification unclaimed balance of such payment (including, but not limited to, mailing notice of such payment money then remaining will be repaid to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder)Issuer.

Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account pursuant to Section 5.03 hereof the Priority of Payments or the Acceleration Event Priority of Payments, as applicable, shall be punctually made on behalf of the Issuer by the Indenture Trustee or by a Paying AgentTrustee, and no amounts so withdrawn from an Account for payments with respect to the Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 and Article V hereof.V. (b) When there shall be a Paying Agent that the Indenture Trustee is not also the Note Registrar, the Issuer shall furnish, or cause the Note Registrar to furnish, with respect to Global Notes, on each Record Date, and with respect to Definitive Notes, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Outstanding Note Principal Balance of such Notes held by each such Noteholder. (c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer will, on or before the Business Day immediately preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due (to the extent funds are then available for such purpose in the Collection Account), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof. (d) The initial Paying Agent shall be the Indenture Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority Holders. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State banking authorities. (e) 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 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 3.03, that such Paying Agent will: (i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Report; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided; (iii) 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 payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) 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, the Noteholders, each Financial Institution and the Agent notice of any Termination Event, Default, Event of Default or Servicer Event of Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent; (v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of 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; and (vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment 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 the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee. (f) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to the such Noteholder, it such money shall be discharged from such trust and paid to the Issuer upon an Issuer Order, Order without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the Issuer, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable KL2 3395391.6 but not claimed is determinable from the records of the Indenture Trustee or any Paying AgentTrustee, at the last address of record for each such Noteholder).

Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account pursuant to Section 5.03 5.05 hereof shall be punctually made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from an Account for payments with respect to the Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 and Article V hereof. (b) When there shall be 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 first Business Day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Note Principal Balance of such Notes held by each such Noteholder. (c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer will, on or before the Business Day immediately next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due payable (to the extent funds are then available for such purpose in the Collection AccountRevenue Fund and the Reserve Fund), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof. (d) The initial Paying Agent with respect to the Notes shall be the Indenture Trustee and the Initial Paying Agent with respect to the Residual Interest shall be the Owner Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority HoldersNote Insurer and with written notice to the Administrator. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution a depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State state banking authorities. (e) 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 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 3.03, that such Paying Agent will: (i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Reportservicer's report in the form of Exhibit A to the Servicing Agreement to the extent permitted by applicable law; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided; (iii) 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 payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) 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, the Noteholders, each Financial Institution Trustee and the Agent Note Insurer notice of any Termination Event, Default, Event of Default or Servicer Event of Servicing Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent; (v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of Servicing 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; and (vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment 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 the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee. (f) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to the Noteholder, it shall be discharged from such trust and paid to the 62 2003-A Indenture Issuer upon an Issuer Order, without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the Issuer, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder).

Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account Revenue Fund pursuant to Section 5.03 5.05 hereof shall be punctually made on behalf of the Issuer Owner Trustee by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from an Account for payments with respect to Notes shall be paid over to the Issuer Owner Trustee under any circumstances except as provided in this Section 3.03 and Article V hereof. (b) When there shall be a Paying Agent that is not also the Note Registrar, the Issuer Owner Trustee shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day first Business Day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Note Principal Balance of such Notes held by each such Noteholder. (c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer Owner Trustee will, on or before the Business Day immediately next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due payable (to the extent funds are then available for such purpose in the Collection AccountRevenue Fund and the Reserve Fund), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof. (d) The initial Paying Agent shall be the Indenture Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority HoldersNote Insurer and with written notice to the Administrator. The Issuer Owner Trustee shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution a depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State state banking authorities. (e) The Issuer Owner Trustee 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 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 3.03, that such Paying Agent will: (i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Reportservicer's report in the form of Exhibit A-1 to the Servicing Agreement to the extent permitted by applicable law; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided; (iii) 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 payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) 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, the Noteholders, each Financial Institution Trustee and the Agent Note Insurer notice of any Termination Event, Default, Event of Default or Servicer Event of Servicing Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent; (v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of Servicing 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; and (vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment 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 the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee. (f) The Issuer Owner Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to the Noteholder, it shall be discharged from such trust and paid to the Issuer upon an Issuer Order, Owner Trustee without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer Owner Trustee for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the Issuer, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder).thereof