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

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Bonds shall on the Notes may be paid over to or at the Issuer direction of the Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including, if applicable, in its capacity as Note Paying Agent) will, and will cause each Note Paying Agent (other than the Indenture Trustee to itself) to, execute and deliver to the Indenture Trustee Trustee, an instrument in which such Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to such sums until such sums shall be are paid to such Persons or otherwise disposed of as herein provided in this Indenture and pay such sums to such Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required specified in Section 6.11(a) with respect to be met by a Paying Agent at the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local tax laws law with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithwith payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts terms as those upon which the sums were held by such Note Paying Agent; and upon such . Upon a Note Paying Agent’s payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such Note Paying Agent shall will be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall will be discharged from such trust and be paid to the Issuer on an upon Issuer Request; and, subject to Section 10.16. After such discharge and payment, the Holder Noteholder of such Recovery Bond shall thereafterNote will, as an unsecured general creditor, look only to the Issuer for payment thereof of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall will thereupon cease; provided. However, however, that the Indenture Trustee or such Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that, that after a date specified thereinin such notice, which shall not must be less than thirty (30) at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Administrator and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of such repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a8.2(a) and Section 8.2(b), all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Note Distribution Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection the Note Distribution Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer Issuing Entity except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent On or before each Distribution Date or the Redemption Date (if applicable), the Issuing Entity shall meet deposit or cause to be deposited in the eligibility criteria set forth Note Distribution Account pursuant to Section 2.7 an aggregate sum sufficient to pay the amounts then becoming due with respect to the Notes, such sum to be held in trust for any Indenture Trustee under Section 6.11. the benefit of the Persons entitled thereto. (c) The Issuer will Issuing Entity shall 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 3.033.3, that such Paying Agent willshall: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer Issuing Entity (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent in effect at the time of such determination; and (v) comply with all requirements of the Code (and other applicable provisions of State, local or non-U.S. tax laws law) with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (cd) The Issuer Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, payby an Issuing Entity Order, or by Issuer Order direct any Paying Agent 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 trusts as those upon which the 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. (de) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer Issuing Entity on an Issuer Issuing Entity Request; and, subject to Section 10.16, and the Holder of such Recovery Bond Note shall thereafter, as an a general unsecured general creditor, look only to the Issuer Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the IssuerIssuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repaymentpayment, may at the expense of the Issuer, Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) calendar days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid paid to the IssuerIssuing Entity. The Indenture Trustee may also adopt and employ, at the written direction and expense of the IssuerIssuing Entity, any other reasonable means of notification of such repayment payment (including including, but not limited to, mailing notice of such repayment payment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Storm Recovery Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Storm Recovery Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Storm Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee unless the Indenture Trustee is the Paying Agent, the Commission and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Storm Recovery Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Storm Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Storm Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Storm Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Storm Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Bonds shall on the Notes may be paid over to or at the Issuer direction of the Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including, if applicable, in its capacity as Note Paying Agent) will, and will cause each Note Paying Agent (other than the Indenture Trustee to itself) to, execute and deliver to the Indenture Trustee Trustee, an instrument in which such Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to such sums until such sums shall be are paid to such Persons or otherwise disposed of as herein provided in this Indenture and pay such sums to such Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required specified in Section 6.11(a) with respect to be met by a Paying Agent at the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local tax laws law with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithwith payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts terms as those upon which the sums were held by such Note Paying Agent; and upon such . Upon a Note Paying Agent’s payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such Note Paying Agent shall will be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall will be discharged from such trust and be paid to the Issuer on an upon Issuer Request; and, subject to Section 10.16. After such discharge and payment, the Holder Noteholder of such Recovery Bond shall thereafterNote will, as an unsecured general creditor, look only to the Issuer for payment thereof of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall will thereupon cease; provided. However, however, that the Indenture Trustee or such Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that, that after a date specified thereinin such notice, which shall not must be less than thirty (30) at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Indenture Administrator and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of such repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Securitized Utility Tariff Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Securitized Utility Tariff Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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) hold all sums held by it for the payment of amounts due with respect to the Recovery Securitized Utility Tariff Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Securitized Utility Tariff Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Securitized Utility Tariff Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Securitized Utility Tariff Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Securitized Utility Tariff Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Securitized Utility Tariff Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to for any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Bonds shall on the Notes may be paid over to or at the Issuer direction of the Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including, if applicable, in its capacity as Note Paying Agent) will, and will cause each Note Paying Agent (other than the Indenture Trustee to itself) to, execute and deliver to the Indenture Trustee Trustee, an instrument in which such the Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to for the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to the sums until such the sums shall be are paid to such those Persons or otherwise disposed of as herein provided in this Indenture and pay such the sums to such those Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to for the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such the Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required to be met by a Paying Agent at under Section 6.11 for the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local or foreign tax laws with respect to the law for withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithfor payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such the Note Paying Agent, such the sums to be held by the Indenture Trustee upon the same trusts terms as those upon which the sums were held by such the Note Paying Agent; and upon such . Upon a Note Paying Agent’s payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such the Note Paying Agent shall will be released from all further liability with respect to such for that money. (d) Subject to applicable laws with respect to for escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to for any Recovery Bond Note and remaining unclaimed for two (2) years after such the amount has become due and payable shall will be discharged from such the trust and be paid to the Issuer on an upon Issuer Request; and, subject to Section 10.16. After discharge and payment, the Holder of such Recovery Bond shall thereafterNoteholder will, as an unsecured general creditor, look only to the Issuer for payment thereof of the amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such the Note Paying Agent with respect to such for that trust money shall thereupon will cease; provided. However, however, that the Indenture Trustee or such the Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such the money remains unclaimed and that, that after a date specified thereinstated in the notice, which shall not must be less than thirty (30) at least 30 days from the date of such the publication, any unclaimed balance of such the money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Administrator and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of the repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to on any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Bonds shall on the Notes may be paid over to or at the Issuer direction of the Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including, if applicable, in its capacity as Note Paying Agent) will, and will cause each Note Paying Agent (other than the Indenture Trustee to itself) to, execute and deliver to the Indenture Trustee Trustee, an instrument in which such the Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to on the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to those sums until such those sums shall be are paid to such those Persons or otherwise disposed of as herein provided in this Indenture and pay such those sums to such those Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to on the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon on the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such the Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required to be met by a Paying Agent at specified in Section 6.11(a) for the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local tax laws with respect to the law for withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithwith payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such the Note Paying Agent, such those sums to be held by the Indenture Trustee upon on the same trusts terms as those upon on which the sums were held by such the Note Paying Agent; and upon such . On a Note Paying Agent’s payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such the Note Paying Agent shall will be released from all further liability with respect to such for that money. (d) Subject to applicable laws with respect to regarding escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to on any Recovery Bond Note and remaining unclaimed for two (2) years after such that amount has become due and payable shall will be discharged from such the trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16. After the discharge and payment, the Holder Noteholder of such Recovery Bond shall thereafterthe Note will, as an unsecured general creditor, look only to the Issuer for payment thereof of the amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such the Note Paying Agent with respect to such for the trust money shall thereupon will then cease; provided. However, however, that the Indenture Trustee or such the Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such the money remains unclaimed and that, that after a date specified thereinin the notice, which shall not must be less than thirty (30) at least 30 days from the date of such publication, any unclaimed balance of such the money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Indenture Administrator and direction and expense of the Issuer, any other reasonable means of notification of such the repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of the repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account the Bank Accounts for payments with respect to any Recovery Bonds shall of Notes may be paid over to the Issuer Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including in its capacity as Note Paying Agent) will cause each Note Paying Agent (other than the Indenture Trustee itself) to execute and deliver to the Indenture Trustee Trustee, an instrument in which such Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to on the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to such sums until such sums shall be are paid to such Persons or otherwise disposed of as herein provided in this Indenture and pay such sums to such Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required specified in Section 6.11(a) with respect to be met by a Paying Agent at the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local tax laws law with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithwith payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such . Upon a Note Paying Agent's payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such Note Paying Agent shall will be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall will be discharged from such trust and be paid to the Issuer on an upon Issuer Request; and, subject to Section 10.16. After such discharge and payment, the Holder Noteholder of such Recovery Bond shall thereafterNote will, as an unsecured general creditor, look only to the Issuer for payment thereof of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall will thereupon cease; provided. However, however, that the Indenture Trustee or such Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that, that after a date specified thereinin such notice, which shall not must be less than thirty (30) at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Administrator and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of such repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to If either Issuer shall at any Recovery Bonds that are to be made from amounts withdrawn from time act as the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, the Issuers will, on or before each due date of the principal of (and no amounts premium, if any) or interest and Liquidated Damages, if any, on, 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 premium, if any) or interest and Liquidated Damages, if any, so withdrawn from becoming due until such Collection Account for payments with respect to any Recovery Bonds sums shall be paid over to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of their action or failure so to act. If neither Issuer except is acting as provided in this Section 3.03 the Paying Agent, the Issuers will, prior to each due date of the principal of (and Section 8.02. (bpremium, if any) Each or interest and Liquidated Damages, if any, on, any Notes, deposit with a Paying Agent shall meet a sum sufficient to pay the eligibility criteria set forth principal (and premium, if any) or interest and Liquidated Damages, if any, so becoming due, such sum to be held in trust for any Indenture the benefit of the Persons entitled to such principal, premium or interest and Liquidated Damages, and (unless such Paying Agent is the Trustee) the Issuers will promptly notify the Trustee under Section 6.11of their action or failure so to act. The If neither Issuer is acting as the Paying Agent, the Issuers will cause each any 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)Trustee, subject to the provisions of this Section 3.034.03, that such Paying Agent will: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds principal of (and premium, if any) or interest and Liquidated Damages, if any, on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge Issuers (and if or any other obligor upon the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledgeNotes) in the making of any such payment required to be made with respect to the Recovery Bondsof principal (and premium, if any) or interest and Liquidated Damages, if any; (iiic) 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; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (vd) acknowledge, accept and agree to comply in all respects with all requirements the provisions of the Code this Indenture and other tax laws with respect TIA relating to the withholding from any payments made by it on any Recovery Bonds duties, rights and liabilities of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) such Paying Agent. The Issuer Issuers 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 direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by an Issuer or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the such sums were held by such Issuer or 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. (d) Subject to applicable laws . Any money deposited with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent Agent, or then held by either Issuer, in trust for the payment of the principal of (and premium, if any) or interest and Liquidated Damages, if any, on any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount principal (and premium, if any) or interest and Liquidated Damages, if any, has become due and payable shall be paid in the appropriate proportion to the Issuers upon an Issuer Request, or (if then held by an Issuer) shall be discharged from such trust trust; and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer Issuers for payment thereof (but only to the extent of the amounts so paid to the Issuer)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due principal of, or premium and payable with respect to any Recovery interest on, the Environmental Control Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d), (e), (g) or (h) or Section 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery of Environmental Control Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and in Section 8.02. (b) Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. The Issuer will shall 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 3.03Section, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to principal of, or premium or interest on, the Recovery Environmental Control Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and Trustee, the Rating Agencies written and the PSCWV notice of any Default or Event of Default by the Issuer (or any other obligor upon the Environmental Control Bonds) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in knowledge with respect to the Issuer’s making of any payment required to be made with respect to the Recovery Environmental Control Bonds; (iii) at any time during the continuance of any such Default or 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it the Paying Agent in trust for the payment of Recovery Environmental Control Bonds if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Environmental Control Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to of principal of, premium on, if any, or interest on any Recovery Environmental Control Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Environmental Control Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)) and (b) hereof, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Distribution Account pursuant to Section 8.02(d8.02(c) hereof shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection the Distribution Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each 3.03. Any Paying Agent shall meet be appointed by the eligibility criteria set forth for Noteholder Agent with written notice thereof to the Indenture Trustee. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee under Section 6.11or Servicer) which is not, at the time of such appointment, a Depository Institution. 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) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Default, upon the written request of the Majority Noteholders or the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 (cif any) on the Notes, the Issuer shall have first provided the calculations pertaining thereto to the Indenture Trustee. The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of fundsfunds or abandoned property, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense and direction of the Issuer, Issuer cause to be published oncepublished, once in a newspaper of general circulation in the City of New York customarily published in the English language, customarily published language on each Business Day and of general circulation in The City of New YorkDay, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may shall also adopt and employ, at the written direction and expense of the Issuer, employ any other reasonable means of notification of such repayment (including including, but not limited to, mailing notice of such repayment to Holders Noteholders 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 at the last address of record for each such Noteholder determinable from the records of the Indenture Trustee or of any Paying Agent, at ). Any costs and expenses of the last address Indenture Trustee and the Paying Agent incurred in the holding of record for each such Holder)funds shall be charged against such funds. Monies so held shall not bear interest.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Securitization Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Securitization Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Securitization Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Securitization Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Securitization Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Recovery Securitization Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Securitization Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Recovery Securitization Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may may, at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Energy Transition Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Energy Transition Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Energy Transition Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee, unless the Indenture Trustee is the Paying Agent, and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Energy Transition Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Energy Transition Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Recovery Energy Transition Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Energy Transition Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Recovery Energy Transition Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repaymentat the request of the Issuer, may shall, at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a8.2(a) and (b), all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made remitted from amounts withdrawn from the Collection Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Bonds on the Notes shall be paid over to the Issuer. Any Paying Agent shall be appointed by Issuer except Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in this Section 3.03 and Section 8.02. (b) Each 6.11 hereof. The Issuer shall not appoint any Paying Agent shall meet (other than the eligibility criteria set forth for any Indenture Trustee under Section 6.11Trustee) which is not, at the time of such appointment, a Depository Institution. 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 3.033.3, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written Insurer notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 (cif any) on the Notes, the Issuer shall have first provided the calculations pertaining thereto to the Indenture Trustee. The Issuer 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 direct any Paying Agent 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 trusts terms as those upon which the 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. (d) Subject to applicable laws with respect to escheat . Any termination and release of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable a Trust Estate shall be discharged from such trust and be paid to done in accordance with the Issuer on an Issuer Request; and, subject to provisions of Section 10.16, the Holder of such Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent 8.01 of the amounts so paid to the Issuer), Sale and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Servicing Agreement.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Securitization Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Securitization Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Securitization Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee (unless the Indenture Trustee is the Paying Agent) and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Securitization Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Securitization Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Recovery Securitization Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Securitization Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Recovery Securitization Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may may, at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Phase-In-Recovery Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Phase-In-Recovery Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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) hold all sums held by it for the payment of amounts due with respect to the Phase-In-Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Phase-In-Recovery Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Phase-In-Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Phase-In-Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Phase-In-Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Phase-In-Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Transition Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Transition Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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) hold all sums held by it for the payment of amounts due with respect to the Recovery Transition Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Transition Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Transition Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Transition Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Transition Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Transition Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Environmental Trust Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Environmental Trust Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Environmental Trust Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee, unless the Indenture Trustee is the Paying Agent, and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Environmental Trust Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Environmental Trust Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Recovery Environmental Trust Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Environmental Trust Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Environmental Trust Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery System Restoration Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery System Restoration Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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) hold all sums held by it for the payment of amounts due with respect to the Recovery System Restoration Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery System Restoration Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery System Restoration Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery System Restoration Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery System Restoration Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery System Restoration Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Consumer Rate Relief Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Consumer Rate Relief Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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) hold all sums held by it for the payment of amounts due with respect to the Recovery Consumer Rate Relief Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Consumer Rate Relief Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Consumer Rate Relief Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Consumer Rate Relief Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Consumer Rate Relief Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Consumer Rate Relief Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account the Bank Accounts for payments with respect to any Recovery Bonds shall of Notes may be paid over to the Issuer Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including in its capacity as Note Paying Agent) will cause each Note Paying Agent (other than the Indenture Trustee itself) to execute and deliver to the Indenture Trustee Trustee, an instrument in which such Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to on the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to such sums until such sums shall be are paid to such Persons or otherwise disposed of as herein provided in this Indenture and pay such sums to such Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required specified in Section 6.11 with respect to be met by a Paying Agent at the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local tax laws law with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithwith payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such . Upon a Note Paying Agent’s payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such Note Paying Agent shall will be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall will be discharged from such trust and be paid to the Issuer on an upon Issuer Request; and, subject to Section 10.16. After such discharge and payment, the Holder Noteholder of such Recovery Bond shall thereafterNote will, as an unsecured general creditor, look only to the Issuer for payment thereof of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall will thereupon cease; provided. However, however, that the Indenture Trustee or such Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that, that after a date specified thereinin such notice, which shall not must be less than thirty (30) at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Indenture Administrator and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of such repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due principal of and payable with respect to any Recovery interest on the Securitization Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) 8.02(g), or Section 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery of Securitization Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and in Section 8.02. (b) Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. The Issuer will shall 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) hold all sums held by it for the payment of amounts due with respect to principal of or interest on the Recovery Securitization Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer (or any other obligor upon the Securitization Bonds) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) knowledge in the making of any payment required to be made with respect to the Recovery Securitization Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it the Paying Agent in trust for the payment of Recovery Securitization Bonds if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Securitization Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements require ments in connection therewith. (c) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) Subject to applicable laws with respect to escheat of fundsfunds or other applicable abandoned property laws, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to of principal of or interest on any Recovery Securitization Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer RequestIssuer; and, subject to Section 10.16, and the Holder of such Recovery Securitization Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The the City of New York, and in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable reason able means of notification of such repayment (including mailing notice of such repayment to Holders whose Securitization Bonds 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 determina ble from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)Sections 8.02 and 8.03, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account or the Reserve Account pursuant to Section 8.02(d) Sections 8.02 and 8.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account accounts for payments with respect to any Recovery Bonds shall be paid over to the Issuer Issuer, the Owner Trustee or the Administrator except as provided in this Section 3.03 3.03. On or before each Distribution Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Section 8.02. Servicing Agreement, cause to be deposited (bincluding the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) Each an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificates, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall meet promptly notify the eligibility criteria set forth for any Indenture Trustee under Section 6.11of its action or failure so to act. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, as a condition to its acceptance of its appointment as Paying Agent, 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)Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes or for release to the Issuer for payment on the Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes or the release of any amounts to the Issuer to be paid to the Certificateholders; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes (or for release to the Issuer) if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes or Certificates (or assisting the Issuer to withhold from payment to the Certificateholders) of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to the Issuer on Second Harvest Food Bank of Tennessee upon presentation thereto of an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond 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)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided. In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, however, that the Indenture Trustee or will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such Paying Agentsecond notice any Notes have not been surrendered, before being required to make any such repaymentthe Indenture Trustee shall, may at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid paid to the IssuerSecond Harvest Food Bank of Middle Tennessee. The Indenture Trustee may shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to specified by the Issuer or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Administrator.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Storm Recovery Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d8.02(e) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Storm Recovery Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Storm Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee, unless the Indenture Trustee is the Paying Agent, the Louisiana Commission and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Storm Recovery Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Storm Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Storm Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Storm Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Storm Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)Sections 8.02 and 8.03, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account or the Reserve Account pursuant to Section 8.02(d) Sections 8.02 and 8.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account accounts for payments with respect to any Recovery Bonds shall be paid over to the Issuer Issuer, the Owner Trustee or the Administrator except as provided in this Section 3.03 3.03. On or before each Distribution Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Section 8.02. Servicing Agreement, cause to be deposited (bincluding the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) Each an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificates, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall meet promptly notify the eligibility criteria set forth for any Indenture Trustee under Section 6.11of its action or failure so to act. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, as a condition to its acceptance of its appointment as Paying Agent, 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)Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes or for release to the Issuer for payment on the Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes or the release of any amounts to the Issuer to be paid to the Certificateholders; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes (or for release to the Issuer) if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determination; andits appointment; (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes or Certificates (or assisting the Issuer to withhold from payment to the Certificateholders) of any applicable withholding taxes imposed thereon thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and (f) comply with any applicable reporting requirements in connection therewith. (c) with any payments made by it on any Notes and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer. The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to the Issuer on Second Harvest Food Bank of Tennessee upon presentation thereto of 11 (Nissan 2015-A Indenture) an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond 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)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided. In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, however, that the Indenture Trustee or will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such Paying Agentsecond notice any Notes have not been surrendered, before being required to make any such repaymentthe Indenture Trustee shall, may at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid paid to the IssuerSecond Harvest Food Bank of Middle Tennessee. The Indenture Trustee may shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to specified by the Issuer or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Administrator.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)Sections 8.02 and 8.03, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account or the Reserve Account pursuant to Section 8.02(d) Sections 8.02 and 8.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account accounts for payments with respect to any Recovery Bonds shall be paid over to the Issuer Issuer, the Owner Trustee or the Administrator except as provided in this Section 3.03 3.03. On or before each Distribution Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Section 8.02. Servicing Agreement, cause to be deposited (bincluding the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) Each an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificates, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall meet promptly notify the eligibility criteria set forth for any Indenture Trustee under Section 6.11of its action or failure so to act. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, as a condition to its acceptance of its appointment as Paying Agent, 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)Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes or for release to the Issuer for payment on the Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes or the release of any amounts to the Issuer to be paid to the Certificateholders; (iiic) 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;; 10 (Nissan 2013-C Indenture) (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes (or for release to the Issuer) if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes or Certificates (or assisting the Issuer to withhold from payment to the Certificateholders) of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to the Issuer on Second Harvest Food Bank of Tennessee upon presentation thereto of an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond 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)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided. In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, however, that the Indenture Trustee or will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such Paying Agentsecond notice any Notes have not been surrendered, before being required to make any such repaymentthe Indenture Trustee shall, may at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid paid to the IssuerSecond Harvest Food Bank of Middle Tennessee. The Indenture Trustee may shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to specified by the Issuer or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Administrator.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)Sections 8.02 and 8.03, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account or the Reserve Account pursuant to Section 8.02(d) Sections 8.02 and 8.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account accounts for payments with respect to any Recovery Bonds shall be paid over to the Issuer Issuer, the Owner Trustee or the Administrator except as provided in this Section 3.03 3.03. On or before each Distribution Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Section 8.02. Servicing Agreement, cause to be deposited (bincluding the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) Each an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificates, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall meet promptly notify the eligibility criteria set forth for any Indenture Trustee under Section 6.11of its action or failure so to act. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, as a condition to its acceptance of its appointment as Paying Agent, 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)Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes or for release to the Issuer for payment on the Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes or the release of any amounts to the Issuer to be paid to the Certificateholders; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes (or for release to the Issuer) if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and11 (Nissan 2015-C Indenture) (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes or Certificates (or assisting the Issuer to withhold from payment to the Certificateholders) of any applicable withholding taxes imposed thereon thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and (f) comply with any applicable reporting requirements in connection therewith. (c) with any payments made by it on any Notes and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer. The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to the Issuer on Second Harvest Food Bank of Tennessee upon presentation thereto of an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond 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)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided. In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, however, that the Indenture Trustee or will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such Paying Agentsecond notice any Notes have not been surrendered, before being required to make any such repaymentthe Indenture Trustee shall, may at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid paid to the IssuerSecond Harvest Food Bank of Middle Tennessee. The Indenture Trustee may shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to specified by the Issuer or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Administrator.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Environmental Trust Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Environmental Trust Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Environmental Trust Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee, unless the Indenture Trustee is the Paying Agent, and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Environmental Trust Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Environmental Trust Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Recovery Environmental Trust Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Environmental Trust Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Environmental Trust Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)Sections 8.02 and 8.03, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account or the Reserve Account pursuant to Section 8.02(d) Sections 8.02 and 8.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account accounts for payments with respect to any Recovery Bonds shall be paid over to the Issuer Issuer, the Owner Trustee or the Administrator except as provided in this Section 3.03 3.03. On or before each Distribution Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Section 8.02. Servicing Agreement, cause to be deposited (bincluding the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) Each an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificates, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall meet promptly notify the eligibility criteria set forth for any Indenture Trustee under Section 6.11of its action or failure so to act. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, as a condition to its acceptance of its appointment as Paying Agent, 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)Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes or for release to the Issuer for payment on the Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes or the release of any amounts to the Issuer to be paid to the Certificateholders; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes (or for release to the Issuer) if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determination; andits appointment; (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes or Certificates (or assisting the Issuer to withhold from payment to the Certificateholders) of any applicable withholding taxes imposed thereon thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and (f) comply with any applicable reporting requirements in connection therewith. (c) with any payments made by it on any Notes and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer. The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to the Issuer on Second Harvest Food Bank of Tennessee upon presentation thereto of 11 (Nissan 2014-B Indenture) an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond 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)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided. In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, however, that the Indenture Trustee or will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such Paying Agentsecond notice any Notes have not been surrendered, before being required to make any such repaymentthe Indenture Trustee shall, may at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid paid to the IssuerSecond Harvest Food Bank of Middle Tennessee. The Indenture Trustee may shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to specified by the Issuer or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Administrator.

Money for Payments To Be Held in Trust. (a) As provided Any money or other property deposited with the Agent, in Section 8.02(a), all payments of amounts due and payable trust for payment with respect to any Recovery Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying AgentUnit, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond and remaining unclaimed for two (2) years after such amount payment has become due and payable shall be discharged from such trust and be paid to the Issuer Company or the Guarantor, as the case may be, on request of the Company or the Guarantor, as the case may be, pursuant to an Issuer RequestOfficer’s Certificate of the Company or the Guarantor, as the case may be; and, subject to Section 10.16, and the Holder of such Recovery Bond Unit shall thereafter, as an unsecured general creditor, look only to the Issuer Company or the Guarantor, as the case may be, for payment thereof (but only to the extent of the amounts so paid to the Issuer)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money or other property shall thereupon cease; provided, however, provided that the Indenture Trustee or such Paying Agent, before being required to make making any such repayment, may (but shall not be obligated to) at the expense of the IssuerCompany or the Guarantor, cause to be published onceas the case may be, notify (i) in the case of Registered Units evidenced by Unit Certificates, the Holders, (ii) in the case of Units evidenced by one or more global Unit Certificates, the participants of the Depositary, and (iii) in the case of Bearer Units evidenced by Unit Certificates, the holders thereof, in a newspaper published in the English languageeach case pursuant to Section 11.06, customarily published on each Business Day that said money has not been so applied and of general circulation in The City of New York, notice that such money remains unclaimed and that, that after a date specified therein, which shall not be less than thirty (30) days from named in the date of such publication, notification any unclaimed balance of such said money then remaining will be repaid returned to the IssuerCompany or the Guarantor, as the case may be. The Indenture Trustee In the event that (i) the Company has delivered Purchase Contract Property (or the cash value thereof) to the Agent against tender of payment for such Purchase Contract Property or Warrant Property (or the cash value thereof) to the Warrant Agent against tender of payment for such Warrant Property (or, in the case of Purchase Contracts or Warrants calling for the purchase of Purchase Contract Property or Warrant Property, as the case may also adopt be, by the Company, the Company has tendered payment) and employ(ii) a Holder of a Unit Certificate fails to present and surrender the appropriate Unit Certificate to the Agent or Warrant Agent, at as appropriate, the written direction and expense Purchase Contract Property, the Warrant Property or the cash value thereof or the Company’s payment for Purchase Contract Property or Warrant Property, as the case may be, deliverable upon settlement of the IssuerPurchase Contracts or Warrants, as the case may be, evidenced by such Unit Certificate, together with any distributions thereon (and, if an effective Cash Settlement with respect to the obligations under such Purchase Contracts or Warrants has been made, payments in respect of principal of any Debt Securities that are part of such Units), shall be held by the Agent, in trust, for the benefit of such Holder, until such Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Warrant Agent, the Trustee, and the Company (A) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (B) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the date of settlement of the related Purchase Contract or Warrant, as the case may be, any other reasonable means distributions received by the Agent with respect to the Purchase Contract Property delivered in respect of notification the Unit Certificates shall be paid to the Company, on the request of the Company pursuant to an Officer’s Certificate of the Company, and the Holders of such repayment Unit shall thereafter, as unsecured general creditors, look only to the Company (including mailing notice of such repayment except as with regards to Holders whose right to or interest in moneys due the Guarantee) for payment thereof and payable but not claimed is determinable from the records all liability of the Indenture Trustee or of any Paying Agent, at the last address of record for each Agent with respect to such Holder)trust assets shall thereafter cease.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Rate Reduction Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Rate Reduction Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Rate Reduction Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Rate Reduction Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Rate Reduction Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Recovery Rate Reduction Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Rate Reduction Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Recovery Rate Reduction Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repaymentat the request of the Issuer, may shall, at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)Sections 8.02 and 8.03, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account or the Reserve Account pursuant to Section 8.02(d) Sections 8.02 and 8.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account accounts for payments with respect to any Recovery Bonds shall be paid over to the Issuer Issuer, the Owner Trustee or the Administrator except as provided in this Section 3.03 3.03. On or before each Distribution Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Section 8.02. Servicing Agreement, cause to be deposited (bincluding the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) Each an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificates, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall meet promptly notify the eligibility criteria set forth for any Indenture Trustee under Section 6.11of its action or failure so to act. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, as a condition to its acceptance of its appointment as Paying Agent, 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)Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes or for release to the Issuer for payment on the Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes or the release of any amounts to the Issuer to be paid to the Certificateholders; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes (or for release to the Issuer) if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determination; andits appointment; (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes or Certificates (or assisting the Issuer to withhold from payment to the Certificateholders) of any applicable withholding taxes imposed thereon thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and (f) comply with any applicable reporting requirements in connection therewith. (c) with any payments made by it on any Notes and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer. The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to the Issuer on Second Harvest Food Bank of Tennessee upon presentation thereto of an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond 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)thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided. In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, however, that the Indenture Trustee or will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such Paying Agentsecond notice any Notes have not been surrendered, before being required to make any such repaymentthe Indenture Trustee shall, may at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid paid to the IssuerSecond Harvest Food Bank of Middle Tennessee. The Indenture Trustee may shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to specified by the Issuer or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Administrator.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Storm Recovery Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d8.02(e) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Storm Recovery Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Storm Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee unless the Indenture Trustee is the Paying Agent, the Louisiana Commission and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Storm Recovery Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Storm Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Storm Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Storm Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Storm Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account withdrawnfrom the Bank Accounts for payments with respect to any Recovery Bonds shall of Notes may be paid over to the Issuer Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including in its capacity as Note Paying Agent) will cause each Note Paying Agent (other than the Indenture Trustee itself) to execute and deliver to the Indenture Trustee Trustee, an instrument in which such Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to on the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to such sums until such sums shall be are paid to such Persons or otherwise disposed of as herein provided in this Indenture and pay such sums to such Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required specified in Section 6.11(a) with respect to be met by a Paying Agent at the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local tax laws law with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithwith payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such . Upon a Note Paying Agent's payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such Note Paying Agent shall will be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall will be discharged from such trust and be paid to the Issuer on an upon Issuer Request; and, subject to Section 10.16. After such discharge and payment, the Holder Noteholder of such Recovery Bond shall thereafterNote will, as an unsecured general creditor, look only to the Issuer for payment thereof of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall will thereupon cease; provided. However, however, that the Indenture Trustee or such Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that, that after a date specified thereinin such notice, which shall not must be less than thirty (30) at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Administrator and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of such repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) Paying Agent. As provided in Section 8.02(a)3.01, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Note Payment Account pursuant to Section 8.02(d) 3.01 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection the Note Payment Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each 3.03. The Issuer hereby appoints the Indenture Trustee to act as initial Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11hereunder. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies Credit Enhancer written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes, if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determination; andits appointment; (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.; and (cf) deliver to the Indenture Trustee a copy of the statement to Noteholders prepared with respect to each Payment Date by the Servicer pursuant to Section 4.01 of the Servicing Agreement. The Issuer 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 Request direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, and the Holder Noteholder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense and direction of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New Yorkan Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including including, but not limited to, mailing notice of such repayment to Holders Noteholders the Notes which have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a8.2(a) and (b), all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made remitted from amounts withdrawn from the Collection Distribution Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection the Distribution Account for payments with respect to any Recovery Bonds on the Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each 3.3. Any Paying Agent shall meet be appointed by Issuer Order with written notice thereof to the eligibility criteria set forth for any Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee under hereunder as provided in Section 6.116.11 hereof. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. 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 3.033.3, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; ; (ii) give the Indenture Trustee and the Rating Agencies written Insurer notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Bonds; Notes; (iii) 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; ; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 (cif any) on the Notes, the Issuer shall have first provided the calculations pertaining thereto to the Indenture Trustee. The Issuer 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 direct any Paying Agent 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 trusts terms as those upon which the 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. (d) Subject to applicable laws with respect to escheat . Any termination and release of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable a Trust Estate shall be discharged from such trust and be paid to done in accordance with the Issuer on an Issuer Request; and, subject to provisions of Section 10.16, the Holder of such Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent 8.01 of the amounts so paid to the Issuer), Sale and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Servicing Agreement.

Money for Payments To Be Held in Trust. (a) Paying Agent. As provided in Section 8.02(a)3.01, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Note Payment Account pursuant to Section 8.02(d) 3.01 shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection the Note Payment Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each 3.03. The Issuer hereby appoints the Indenture Trustee to act as initial Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11hereunder. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies Enhancer written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes, if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determination; andits appointment; (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.therewith (including reporting payments of interest on the Notes in excess of interest at the Net WAC Rate and interest on any of the foregoing in the form of Interest Carry Forward Amounts, as payments on an interest rate cap agreement); and (cf) deliver to the Indenture Trustee a copy of the statement to Noteholders prepared with respect to each Payment Date by the Servicer pursuant to Section 4.01 of the Servicing Agreement. The Issuer 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 Request direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, and the Holder Noteholder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense and direction of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New Yorkan Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including including, but not limited to, mailing notice of such repayment to Holders the Enhancer and Noteholders of the Notes which have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Texas Stabilization N Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection Account for payments with respect to any Recovery Texas Stabilization N Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) 8.02.‌ Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Texas Stabilization N Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies Agencies, written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Texas Stabilization N Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Texas Stabilization N Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Texas Stabilization N Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Texas Stabilization N Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.1610.15, the Holder of such Recovery Texas Stabilization N Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The the City of New YorkAustin, Texas, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Note Distribution Account pursuant to Section 8.02(d8.2(b) hereof shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection the Note Distribution Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer Issuer, except as provided in this Section 3.03 3.3 and Section 8.02. Sections 4.6 and 4.7 of the Sale and Servicing Agreement. On or before each Payment Date (bincluding the Class A-1 Final Scheduled Payment Date, the Class A-2 Final Scheduled Payment Date and the Class B Final Scheduled Payment Date, as applicable) Each Paying Agent and Redemption Date, the Issuer shall meet deposit or cause to be deposited in the eligibility criteria set forth Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes as and to the extent provided in Sections 3.2(c), 3.3 and 4.4 of the Sale and Servicing Agreement, such sum to be held in trust for any Indenture Trustee under Section 6.11the benefit of the Persons entitled thereto. The Issuer will shall cause each Paying Agent (other than the Indenture Trustee Trustee) to execute and deliver to the Indenture Trustee and the Insurer 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 3.033.3, that such Paying Agent willshall: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationAgent; and (v) comply with all requirements of the Code and other tax laws any applicable State law with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 Order, direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and upon Issuer Request with the prior written consent of the Insurer (unless an Insurer Default shall have occurred and be paid to continuing) shall be deposited with the Issuer on an Issuer RequestIssuer; and, subject to Section 10.16, and the Holder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that if such money or any portion thereof had been previously deposited by the Insurer or the Indenture Trustee with the Indenture Trustee for the payment of principal or interest on the Notes, to the extent any amounts are owing to the Insurer, such amounts shall be paid promptly to the Insurer upon the Indenture Trustee's receipt of a written request by the Insurer to such effect, and provided, further, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense and direction of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may shall also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including 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 records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Recovery Energy Transition Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d8.02(e) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Energy Transition Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) . Each Paying Agent shall meet the eligibility criteria set forth for any the Indenture Trustee under Section 6.11. 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: (ia) hold all sums held by it for the payment of amounts due with respect to the Recovery Energy Transition Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee, unless the Indenture Trustee is the Paying Agent, and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Energy Transition Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Energy Transition Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (ve) comply with all requirements of the Code Code, the Treasury regulations promulgated thereunder and other tax laws with respect to the withholding from any payments made by it on any Recovery Energy Transition Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the sums were held by 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. (d) . Subject to applicable laws with respect to escheat escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Energy Transition Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon receipt of an Issuer Request; and, subject to Section 10.1610.14, the Holder of such Recovery Energy Transition Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes or other obligations secured by the Indenture that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d3.03(b) or Section 6.06 or from amounts withdrawn from the Residual Account pursuant to Section 3.04(b) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying AgentTrustee, and no amounts so withdrawn from such the Collection Account or the Residual Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 and 8.03 or in Section 8.023.03(b), Section 3.04(b) or Section 6.06. (b) Each Paying Agent shall meet In making payments hereunder, the eligibility criteria set forth for any Indenture Trustee under Section 6.11. 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 Noteholders on each Payment Date among such Noteholders pursuant to Section 3.03(b), Section 3.04(b), or Section 6.06, as applicable, in accordance with the information known to the Trustee; (ii) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and (viii) comply with all requirements of the Internal Revenue Code of 1986, as amended (or any successor statutes), and other tax laws all regulations thereunder, with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. Whenever the Issuer shall have one or more Paying Agents, it will, prior to each due date of the principal of or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the Noteholders entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Securities) in the making of any payment of principal or interest. (c) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or Except as required by Issuer Order direct any Paying Agent 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 trusts as those upon which the 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. (d) Subject to applicable laws with respect to escheat of fundslaw, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) three years after such amount has become due and payable to the Noteholder shall be discharged from such trust and be and, subject to applicable escheat laws, paid to the Issuer on an Issuer Requestupon request; and, subject to Section 10.16, the Holder of and such Recovery Bond Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a8.2(a) and (b), all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made remitted from amounts withdrawn from the Collection Distribution Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection the Distribution Account for payments with respect to any Recovery Bonds on the Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each 3.3. Any Paying Agent shall meet be appointed by Issuer Order with written notice thereof to the eligibility criteria set forth for any Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee under hereunder as provided in Section 6.116.11 hereof. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. 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 3.033.3, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written Insurer notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 (cif any) on the Notes, the Issuer shall have first provided the calculations pertaining thereto to the Indenture Trustee. The Issuer 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 direct any Paying Agent 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 trusts terms as those upon which the 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. (d) Subject to applicable laws with respect to escheat . Any termination and release of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable a Trust Estate shall be discharged from such trust and be paid to done in accordance with the Issuer on an Issuer Request; and, subject to provisions of Section 10.16, the Holder of such Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent 8.01 of the amounts so paid to the Issuer), Sale and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Servicing Agreement.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all All payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from such Collection Account the Bank Accounts for payments with respect to any Recovery Bonds shall of Notes may be paid over to the Issuer Issuer, except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent shall meet the eligibility criteria set forth for any The Indenture Trustee under Section 6.11. The Issuer (including in its capacity as Note Paying Agent) will cause each Note Paying Agent (other than the Indenture Trustee itself) to execute and deliver to the Indenture Trustee Trustee, an instrument in which such Note Paying Agent shall agree agrees 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 willto: (i) hold all sums held by it for the payment of amounts due with respect to on the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto to such sums until such sums shall be are paid to such Persons or otherwise disposed of as herein provided in this Indenture and pay such sums to such Persons as herein providedprovided in this Indenture; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture Trustee, forthwith immediately pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Note Paying Agent and forthwith immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the eligibility standards required specified in Section 6.11(a) with respect to be met by a Paying Agent at the time of such determinationIndenture Trustee; and (v) comply with all requirements of the Code and other any State or local tax laws law with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithwith payments on the Notes. (c) The Issuer 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 Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such . Upon a Note Paying Agent's payment by any Paying Agent of all sums held in trust to the Indenture Trustee, such Note Paying Agent shall will be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) 2 years after such amount has become due and payable shall will be discharged from such trust and be paid to the Issuer on an upon Issuer Request; and, subject to Section 10.16. After such discharge and payment, the Holder Noteholder of such Recovery Bond shall thereafterNote will, as an unsecured general creditor, look only to the Issuer for payment thereof of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall will thereupon cease; provided. However, however, that the Indenture Trustee or such Note Paying Agent, before being required to make making any such repayment, may will publish once, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that, that after a date specified thereinin such notice, which shall not must be less than thirty (30) at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may will also adopt and employ, at the written expense of the Administrator and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying AgentAgent of such repayment, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a8.2(a) and (b), all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Note Distribution Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection the Note Distribution Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent On or before each Distribution Date or the Redemption Date (if applicable), the Issuer shall meet deposit or cause to be deposited in the eligibility criteria set forth Note Distribution Account pursuant to Section 4.06 of the Trust Sale and Servicing Agreement an aggregate sum sufficient to pay the amounts then becoming due with respect to the Notes, such sum to be held in trust for any Indenture Trustee under Section 6.11. the benefit of the Persons entitled thereto. (c) The Issuer will shall 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 3.033.3, that such Paying Agent willshall: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent in effect at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (cd) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (de) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repaymentpayment, may at the expense of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid paid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment payment (including including, but not limited to, mailing notice of such repayment payment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a8.2(a) and (b), all payments of amounts due and payable with respect to any Recovery Bonds Class A Notes that are to be made remitted from amounts withdrawn from the Collection Distribution Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection the Distribution Account for payments with respect to any Recovery Bonds on the Class A Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each 3.3. Any Paying Agent shall meet be appointed by Issuer Order with written notice thereof to the eligibility criteria set forth for any Indenture Trustee under and the Insurer. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.116.11 hereof. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. 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 3.033.3, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts amounts’ due with respect to the Recovery Bonds Class A Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written Insurer notice of any Default default by the Issuer issuer (or any other obligor upon the Class A Notes) (such notice to be given within three Business Days) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsClass A Notes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture TrusteeTrustee or the Insurer, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Class A Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Class A 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 (cif any) on the Class A Notes, the Issuer shall have first provided the calculations pertaining thereto to the Indenture Trustee. The Issuer 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 direct any Paying Agent 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 trusts terms as those upon which the 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. (d) Subject to applicable laws with respect to escheat . Any termination and release of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable a Trust Estate shall be discharged from such trust and be paid to done in accordance with the Issuer on an Issuer Request; and, subject to provisions of Section 10.16, the Holder of such Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent 8.01 of the amounts so paid to the Issuer), Sale and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder)Servicing Agreement.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)2.7, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Payment Account and paid pursuant to Section 8.02(d) the Transfer and Servicing Agreement shall be made on behalf of the Issuer by the Indenture Trustee Securities Administrator or by another the Paying Agent, and no amounts so withdrawn from such Collection Account account for payments with respect to any Recovery Bonds the Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02Section. (b) Each Any Paying Agent shall meet be appointed by Issuer Order with written notice thereof to the eligibility criteria set forth for any Indenture Trustee; provided that the Securities Administrator is appointed hereby as the initial Paying Agent. Any Paying Agent appointed by the Issuer shall be a Person that would be eligible to be Indenture Trustee under hereunder as provided in Section 6.11. The Issuer will shall not appoint any Paying Agent (other than the Securities Administrator or the Indenture Trustee) which is not, at the time of such appointment, an institution: (i) that has: (A) commercial paper, short-term debt obligations, or other short-term deposits are rated at least “A-1” or long-term unsecured debt obligations are rated at least “A-” by S&P (or assigned comparable ratings by the other Rating Agencies), if the amounts on deposit are to be held in the account for no more than 365 days; or (B) commercial paper, short-term debt obligations, demand deposits, or other short-term deposits are rated at least “A-1” by S&P, if the amounts on deposit are to be held in the account for no more than 30 days and are not intended to be used as credit enhancement; or (ii) that is the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulations Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity. (c) The Issuer shall cause each Paying Agent other than the Indenture Trustee and the initial Paying Agent (who hereby makes the covenants set forth below) 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 3.03Section, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) knowledge in the making of any payment required to be made with respect to the Recovery BondsNotes; (iiiii) 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; (iviii) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (viv) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 reporting requirements applicable to original issue discount, the accrual of market discount or the amortization of premium on the Notes, the Depositor shall have first provided the calculations pertaining thereto and the amount of any resulting withholding taxes to the Securities Administrator and the Paying Agent. (cd) The Issuer 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 direct any Paying Agent to pay to the Indenture Trustee Securities Administrator all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture TrusteeSecurities Administrator, such Paying Agent shall be released from all further liability with respect to such money. (de) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee Securities Administrator or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer RequestOrder; and, subject to Section 10.16, and the Holder of such Recovery Bond Noteholder thereof shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee Securities Administrator or such Paying Agent, before being required to make any such repayment, may at shall give notice to the expense of the Issuer, cause remaining Noteholders to be published once, in a newspaper published in the English language, customarily published on each Business Day surrender their Notes for cancellation and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publicationnotice, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may Securities Administrator or Paying Agent shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including including, but not limited to, mailing notice of such repayment to Holders Noteholders 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 records of the Indenture Trustee Securities Administrator or of any Paying Agent, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)2.7, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Payment Account and paid pursuant to Section 8.02(d) the Transfer and Servicing Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account account for payments with respect to any Recovery Bonds the Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02Section. (b) Each Any Paying Agent shall meet be appointed by Issuer Order with written notice thereof to the eligibility criteria set forth for any Indenture Trustee; provided that the Securities Administrator is appointed hereby as the initial Paying Agent. Any Paying Agent appointed by the Issuer shall be a Person that would be eligible to be Indenture Trustee under hereunder as provided in Section 6.11. The Issuer will shall not appoint any Paying Agent (other than the Securities Administrator or the Indenture Trustee) which is not, at the time of such appointment, an institution: (i) that has: (A) commercial paper, short-term debt obligations, or other short-term deposits are rated at least “A-1” or long-term unsecured debt obligations are rated at least “A-” by S&P (or assigned comparable ratings by the other Rating Agencies), if the amounts on deposit are to be held in the account for no more than 365 days; or (B) commercial paper, short-term debt obligations, demand deposits, or other short-term deposits are rated at least “A-1” by S&P, if the amounts on deposit are to be held in the account for no more than 30 days and are not intended to be used as credit enhancement; or (ii) that is the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulations Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity. (c) The Issuer shall cause each Paying Agent other than the Indenture Trustee and the initial Paying Agent (who hereby makes the covenants set forth below) 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 3.03Section, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) knowledge in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 reporting requirements applicable to original issue discount, the accrual of market discount or the amortization of premium on the Notes, the Depositor shall have first provided the calculations pertaining thereto and the amount of any resulting withholding taxes to the Indenture Trustee and the Paying Agent. (cd) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (de) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer RequestOrder; and, subject to Section 10.16, and the Holder of such Recovery Bond Noteholder thereof shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at shall give notice to the expense of the Issuer, cause remaining Noteholders to be published once, in a newspaper published in the English language, customarily published on each Business Day surrender their notes for cancellation and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publicationnotice, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may or Paying Agent shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including including, but not limited to, mailing notice of such repayment to Holders Noteholders 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 records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)) and (b) hereof, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Distribution Account pursuant to Section 8.02(d8.02(c) hereof shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, as applicable, and no amounts so withdrawn from such Collection the Distribution Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.023.03. (b) Each Any Paying Agent shall meet be appointed by the eligibility criteria set forth for Issuer, with the consent of the Majority Noteholders with written notice thereof to the Indenture Trustee. The initial Paying Agent shall be the Indenture Trustee. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee under Section 6.11. Trustee) which is not, at the time of such appointment, a Depository Institution. (c) 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) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Default, upon the written request of the Majority Noteholders or the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 (cif any) The on the Notes, the Issuer may at any time, for shall have first provided the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent 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 trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent calculations pertaining thereto to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of fundsfunds or abandoned property, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense and direction of the Issuer, Issuer cause to be published oncepublished, once in a newspaper of general circulation in the City of New York customarily published in the English language, customarily published language on each Business Day and of general circulation in The City of New YorkDay, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may shall also adopt and employ, at the written direction and expense of the Issuer, employ any other reasonable means of notification of such repayment (including including, but not limited to, mailing notice of such repayment to Holders Noteholders 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 at the last address of record for each such Noteholder determinable from the records of the Indenture Trustee or of any Paying Agent, at ). Any costs and expenses of the last address Indenture Trustee and the Paying Agent incurred in the holding of record for each such Holder)funds shall be charged against such funds. Monies so held shall not bear interest.

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)8.2, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Note Distribution Account or Revolver Distribution Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection the Note Distribution Account or Revolver Distribution Account for payments with respect to any Recovery Bonds of Term Notes or Revolving Notes, respectively, shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent On or before each date on which payments are to be made or the Redemption Date (if applicable), the Issuer shall meet deposit or cause to be deposited in the eligibility criteria set forth Note Distribution Account and Revolver Distribution Account (including pursuant to Section 4.5 of the Trust Sale and Servicing Agreement) aggregate sums sufficient to pay the amounts then becoming due with respect to the Term Notes and Revolving Notes, respectively, such sums to be held in trust for any Indenture Trustee under Section 6.11. the benefit of the Persons entitled thereto. (c) The Issuer will shall 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 3.033.3, that such Paying Agent willshall: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent in effect at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (cd) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (de) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years one year after such amount has become due and payable shall be discharged from such trust and be paid by the Indenture Trustee to the Issuer on an Issuer RequestIssuer; and, subject to Section 10.16, and the Holder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repaymentpayment, may at the expense of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid paid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including 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 monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)2.7, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Payment Account and paid pursuant to Section 8.02(d) the Transfer and Servicing Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection Account account for payments with respect to any Recovery Bonds the Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02Section. (b) Each Any Paying Agent shall meet be appointed by Issuer Order with written notice thereof to the eligibility criteria set forth for any Indenture Trustee; provided that the Securities Administrator is appointed hereby as the initial Paying Agent. Any Paying Agent appointed by the Issuer shall be a Person that would be eligible to be Indenture Trustee under hereunder as provided in Section 6.11. The Issuer will shall not appoint any Paying Agent (other than the Securities Administrator or the Indenture Trustee) which is not, at the time of such appointment, an institution: (i) that has: (A) commercial paper, short-term debt obligations, or other short-term deposits are rated at least “A-1” or long-term unsecured debt obligations are rated at least “A-” by S&P (or assigned comparable ratings by the other Rating Agencies), if the amounts on deposit are to be held in the account for no more than 365 days; or (B) commercial paper, short-term debt obligations, demand deposits, or other short-term deposits are rated at least “A-1” by S&P, if the amounts on deposit are to be held in the account for no more than 30 days and are not intended to be used as credit enhancement; or (ii) that is the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulations Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity. (c) The Issuer shall cause each Paying Agent other than the Indenture Trustee and the initial Paying Agent (who hereby makes the covenants set forth below) 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 3.03Section, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) knowledge in the making of any payment required to be made with respect to the Recovery BondsNotes; (iiiii) 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; (iviii) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (viv) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds 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 reporting requirements applicable to original issue discount, the accrual of market discount or the amortization of premium on the Notes, the Depositor shall have first provided the calculations pertaining thereto and the amount of any resulting withholding taxes to the Indenture Trustee and the Paying Agent. (cd) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (de) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer RequestOrder; and, subject to Section 10.16, and the Holder of such Recovery Bond Noteholder thereof shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at shall give notice to the expense of the Issuer, cause remaining Noteholders to be published once, in a newspaper published in the English language, customarily published on each Business Day surrender their Notes for cancellation and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publicationnotice, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may or Paying Agent shall also adopt and employ, at the written expense and direction and expense of the Issuer, any other reasonable means of notification of such repayment (including including, but not limited to, mailing notice of such repayment to Holders Noteholders 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 records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such HolderNoteholder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a8.2(a) and (b), all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Note Distribution Account pursuant to Section 8.02(d8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such Collection the Note Distribution Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.023.3. (b) Each Paying Agent On or before each Distribution Date or the Redemption Date (if applicable), the Issuer shall meet deposit or cause to be deposited in the eligibility criteria set forth Note Distribution Account pursuant to Section 4.06 of the Trust Sale and Servicing Agreement an aggregate sum sufficient to pay the amounts then becoming due with respect to the Notes, such sum to be held in trust for any Indenture Trustee under Section 6.11. the benefit of the Persons entitled thereto. (c) The Issuer will shall 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 3.033.3, that such Paying Agent willshall: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee and the Rating Agencies written notice of any Default default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) 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; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent in effect at the time of such determination; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (cd) The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (de) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond Note and remaining unclaimed for two (2) years one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, and the Holder of such Recovery Bond Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repaymentpayment, may at the expense of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid paid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment payment (including including, but not limited to, mailing notice of such repayment payment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in -------------------------------------- Section 8.02(a)3.01, all payments of amounts due and payable with respect to any Recovery Bonds Notes that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) 3.01 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying AgentTrustee, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery Bonds of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02. (b) Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.113.03. The Issuer will cause each Paying Agent any Administrator other than the Indenture Trustee to execute and deliver to the Indenture Trustee (and the Swap Counterparty) an instrument in which such Paying Agent Administrator shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying AgentAdministrator, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent Administrator will: (i) hold all sums held by it for the payment of amounts due with respect to the Recovery Bonds Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee (and the Rating Agencies written Swap Counterparty) notice of any Default default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the Recovery BondsNotes; (iii) at any time during the continuance of any such Defaultdefault, upon the written request of the Indenture TrusteeTrustee (or, notwithstanding Section 316(a)(1) of the TIA (which provisions are hereby expressly excluded), the Swap Counterparty), forthwith pay to the Indenture Trustee all sums so held in trust by such Paying AgentAdministrator; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent Administrator and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Recovery Bonds Notes if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent an Administrator at the time of such determinationits appointment; and (v) notify the Issuer with respect to any applicable withholding taxes imposed on the Notes and no earlier than 5 Business Days thereafter comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Notes of any applicable withholding taxes (including backup withholding) imposed thereon and with respect to any applicable reporting requirements in connection therewith. therewith and, in the event the Administrator does not receive a copy of a properly completed (ci) IRS Form W-8, (ii) IRS Form 1001, (iii) IRS Form 4224, or (iv) IRS Form W-9 with respect to any Noteholder, shall treat payments to such Noteholder as being subject to withholding and backup withholding taxes and shall retain from amounts otherwise distributable to such Noteholder an amount sufficient for the payment of such withholding or backup withholding tax (as applicable). The Issuer Indenture Trustee may at any time, for the purpose of in connection with obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent Administrator to pay to the Indenture Trustee all sums held in trust by such Paying AgentAdministrator, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying AgentAdministrator; and upon such payment by any Paying Agent Administrator to the Indenture Trustee, such Paying Agent Administrator shall be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a)7.03 hereof, all payments of amounts due and payable distributable with respect to any Recovery Bonds Certificate that are to be made from amounts withdrawn from the Collection Distribution Account pursuant to Section 8.02(d) 7.01 hereof shall be made on behalf of the Issuer Trust by the Indenture Owner Trustee or by another the Paying Agent, and no amounts so withdrawn from such Collection the Distribution Account for payments with respect to any Recovery Bonds on Certificates shall be paid over to the Issuer Trust except as provided in this Section 3.03 and Section 8.02. (b) Each 4.09(c). Any Paying Agent shall meet be appointed by Trust Order with written notice thereof to the eligibility criteria set forth for any Indenture Trustee under Section 6.11Owner Trustee. The Issuer will cause each Any Paying Agent other than appointed by the Indenture Trust shall be a Person which would be eligible to be Owner Trustee to execute and deliver to the Indenture Trustee an instrument hereunder as provided 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:13.01 hereof. (i) hold all sums held by it for the payment distribution of amounts due with respect to the Recovery Bonds Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid distributed to such Persons or otherwise disposed of as herein provided and pay distribute such sums to such Persons as herein provided; (ii) give the Indenture Owner Trustee and the Rating Agencies written notice of any Default by the Issuer Trust (or any other obligor upon the Certificates) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment distribution required to be made with respect to the Recovery BondsCertificates; (iii) at any time during the continuance of any such Default, upon the written request of the Indenture Owner Trustee, forthwith pay to the Indenture Owner Trustee all sums so held in trust by such Paying Agent; (iv) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Owner Trustee all sums held by it in trust for the payment distribution of Recovery Bonds Certificates if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a Paying Agent at the time of such determinationits appointment; and (v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Recovery Bonds Certificate 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 (cif any) on the Certificates, the Trust shall have first provided the calculations pertaining thereto to the Owner Trustee. The Issuer Trust may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture Agreement or for any other purpose, pay, or by Issuer Trust Order direct any Paying Agent to pay to the Indenture Owner Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Owner Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Owner Trustee, such Paying Agent shall be released from all further liability with respect to such money. (d) . Subject to applicable laws with respect to escheat of fundsfunds or abandoned property, any money held by the Indenture Owner Trustee or any Paying Agent in trust for the payment distribution of any amount due with respect to any Recovery Bond Certificate and remaining unclaimed for two (2) years after such amount has become due and payable distributable shall be discharged from such trust and be paid distributed to the Issuer Trust on an Issuer Trust Request; and, subject to Section 10.16, and the Holder of such Recovery Bond Certificate shall thereafter, as an unsecured general creditor, look only to the Issuer Trust for payment distribution thereof (but only to the extent of the amounts so paid distributed to the IssuerTrust), and all liability of the Indenture Owner Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).;

Money for Payments To Be Held in Trust. (a) As provided in Section 8.02(a), all payments of amounts due Principal of, or premium and payable with respect to any Recovery Interest on, the Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) or (e) or Section 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from such the Collection Account for payments with respect to any Recovery of the Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and in Section 8.02. (b) Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. The Issuer hereby appoints Deutsche Bank Trust Company Americas as the Paying Agent hereunder and, in connection therewith the Paying Agent agrees that it will (and the Issuer shall cause each any other 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 during such time as the Indenture Trustee acts as Paying Agent, it hereby so agreesagrees that it will)), subject to the provisions of this Section 3.03, that such Paying Agent willSection: (ia) hold all sums held by it for the payment of amounts due with respect to Principal of, or premium or Interest on, the Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (iib) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer (or any other obligor upon the Bonds) of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) knowledge in the making of any payment required to be made with respect to the Recovery Bonds; (iiic) 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; (ivd) immediately, with notice to the Rating Agencies, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it the Paying Agent in trust for the payment of Recovery the Bonds if at any time the Paying Agent determines that it has ceased ceases to meet the standards required to be met by a of Paying Agent Agents at the time of such determinationits appointment; and (ve) comply with all requirements of the Code and other applicable tax laws with respect to the withholding from any payments made by it on any Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) . The Issuer 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 direct any Paying Agent 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 trusts as those upon which the 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. (d) . Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to of Principal of, premium, if any, or Interest on any Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on upon delivery by the Issuer of an Issuer RequestOrder; and, subject to Section 10.16, and the Holder of such Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction and expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose Bonds 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 records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).