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

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of any payment in respect of any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Note Account pursuant to Section 8.02(c) or Section 5.07 shall at any time act as its own be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesNote Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee definition of its action or failure so to actthe term Permitted Investments. The Company shall 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 TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account pursuant to Sections 5.07 or 8.01 hereof shall at be made on behalf of the Issuing Entity by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Issuing Entity under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.01 hereof. With respect to Definitive Notes, if the Issuing Entity shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuing Entity shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Issuing Entity, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Issuing Entity. The Issuing Entity shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term “Permitted Investments”. The Company shall Servicer, on behalf of the Issuing Entity, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuing Entity, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Master Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Payment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Master Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co-Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any additional or successor Paying Agent, (x) so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Master Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Payment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term “Permitted Investments”. The Company shall Master Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account pursuant to Sections 5.07 or 8.01 hereof shall at be made on behalf of the Issuing Entity by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Issuing Entity under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.01 hereof. With respect to Definitive Notes, if the Issuing Entity shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuing Entity shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Issuing Entity, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to distribute from the Payment Account to such Paying Agent on such Payment Date an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Issuing Entity. The Issuing Entity shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Eligible Investments pursuant to clause (iii) of the Trustee definition of its action or failure so to actthe term “Eligible Investments”. The Company shall Servicer, on behalf of the Issuing Entity, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuing Entity, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Distribution Account pursuant to Sections 8.02(a) or 5.07 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Distribution Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Distribution Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Distribution Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Payment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying AgentAs specified in Section 8.02, it shall, all payments of amounts due and payable on or before each due date of any payment in with respect of any of to the Notes, segregate which are to be made from amounts withdrawn from the Collection Account, shall be made on behalf of the Issuer by the Indenture Trustee, and hold no amounts so withdrawn from the Collection Account shall be paid over to the Issuer except as provided in this Indenture. Subject to Requirements of Law with respect to escheat of funds, and after such notice required with respect to Notes not surrendered for cancellation pursuant to Section 10.02(b) is given, any money held by the Indenture Trustee in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability amount due with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment amount has become due shall be paid to the Company on Company Request, or (if then held by the Company) and payable shall be discharged from such trust, and the Indenture Trustee shall give prompt notice of such occurrence to the Issuer and shall release such money to the Issuer on Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company Issuer (and then only to the extent of the amounts so paid to the Issuer) for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, however, that the Trustee or such Paying AgentIndenture Trustee, before being required to make any such repayment, may shall at the expense direction of the Company 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 date shall not be less than 30 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the CompanyIssuer. In The cost of any such notice or publication shall be paid out of funds in the absence Collection Account. The Indenture Trustee shall also adopt and employ, at the expense of a written request the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures records of the Indenture Trustee. Any , at the last address of record for each such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interestHolder).

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of (and premium, if any) or interest and Additional Amounts on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal (and premium, if any) or interest and Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect the principal of (and premium, if any) or interest and Additional Amounts, if any, on any Notes, deposit with a Paying Agent a sum (or in the case of interest payable in Additional Notes or ADSs, an aggregate amount of such securities) sufficient to pay such amountthe principal (and premium, if any), or interest, and Additional Amounts, if any, so becoming due, such sum (or Additional Notes or ADSs) to be held as provided by in trust for the Trust Indenture Actbenefit of the Persons entitled to such principal, premium, interest and Additional Amounts and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term “Permitted Investments”. The Company shall Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, it shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P and (to the extent that Fitch is rating any Notes then Outstanding) a short-term crediting rating of at least “F1” or a long-term rating of at least “A” by Fitch or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P or a short-term debt rating “A-1” by S&P and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” or a long-term rating of at least “A” by Fitch, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments or distributions of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent as its own with respect to payments or distributions on the Securities. When the Issuer shall have a Paying AgentAgent that is not also the Registrar, it the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any additional or successor Paying Agent, so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, Issuer shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s and “A-1” by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s and “A-1” by S&P, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes which are to be made from amounts withdrawn from the Company Collection Account pursuant to Section 8.02(c) or Section 5.08 shall at any time act as its own be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.08. If the Issuer shall have a Paying Agent that is not also the Note Registrar, it shallshall furnish, or cause the Note Registrar to furnish no later than the fifth Business Day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, it will, on or before the Business Day next preceding each Payment Date, direct the Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay all amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesCollection Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee of its action or failure so to actfor application in accordance with Article VIII. Any Paying Agent other than the Trustee shall be appointed by Issuer Order, and the Trustee is hereby appointed, and the Trustee hereby accepts such appointment, as initial Paying Agent. The Company Issuer shall not appoint any Paying Agent which is not, at the time of such appointment, a depository institution or trust company. 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 TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Note Account pursuant to Section 8.02(c) or Section 5.07 shall at any time act as its own be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesNote Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of [the Note Insurer,] any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee definition of its action or failure so to actthe term Permitted Investments. The Company shall 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 TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Xxxxx’x or a short-term debt rating of “P-1” by Xxxxx’x and “A-1” by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Xxxxx’x or a short-term debt rating of “P-1” by Xxxxx’x and “A-1” by S&P, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of any payment in respect of any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.0310.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with in respect to of such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with in respect to of such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Trading 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 10.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Secured Debt and Subordinated Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co-Issued Debt, the Issuers) by the Collateral Trustee or a Paying Agent with respect to payments or distributions on the Secured Debt and Subordinated Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Collateral Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Collateral Trustee) the Issuers shall promptly notify the Collateral Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Secured Debt and Subordinated Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Collateral Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that, with respect to any additional or successor Paying Agent, (x) so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the TrusteeCollateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account pursuant to Sections 5.07 or 8.01 hereof shall at be made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Issuer under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.01 hereof. With respect to Definitive Notes, if the Issuer shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Issuer, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term “Permitted Investments”. The Company shall Servicer, on behalf of the Issuer, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuer, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee) ; provided that so long as the Company will Notes of any Class are rated by the Rating Agency, with respect to any additional or successor Paying Agent, such Paying Agent has a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P or a short-term debt rating “A-1” by S&P, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co-Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any additional or successor Paying Agent, (x) so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying AgentAgent with respect to the Notes, it shallwill, on or before each due date of the principal of or any payment in premium or interest on, or Additional Interest, if any, with respect of to, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal and any premium and interest and Additional Interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying AgentsAgents for any Notes, it will, prior to each due date of the principal of or any payment in premium or interest on, or Additional Interest, if any, with respect of to, any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall will cause each Paying Agent for any Notes 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 3.03Section, that such Paying Agent will (i1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii2) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as suchfor payment in respect of the Notes. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in the principal of or any premium or interest on, or Additional Interest, if any, with respect of to, any Note and remaining unclaimed for two years after such payment principal, premium or interest or Additional Interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 each Place of New YorkPayment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes which are to be made from amounts withdrawn from the Company Collection Account pursuant to Section 8.02(b) or Section 5.08 shall at any time act as its own be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.08 or 8.02. If the Issuer shall have a Paying Agent that is not also the Note Registrar, it shallshall furnish, or cause the Note Registrar to furnish no later than the third Business Day after each Record Date a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay all amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesCollection Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent to the Indenture Trustee for application in accordance with Article VIII. Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order, and the Indenture Trustee is hereby appointed, and the Trustee) the Company will promptly notify the Indenture Trustee of its action or failure so to acthereby accepts such appointment, as initial Paying Agent. The Company Issuer shall not appoint any Paying Agent which is not, at the time of such appointment, a depository institution or trust company. 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 TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If As specified in Section 8.02, all payments of amounts due and payable on or with respect to the Company Notes, which are to be made from amounts withdrawn from the Collection Account, shall at any time act as its own be made on behalf of the Co-Issuers by the Paying Agent, it shalland no amounts so withdrawn from the Collection Account shall be paid over to the Co-Issuers except as provided in this Indenture. Subject to Requirements of Law with respect to escheat of funds, on or before each due date of and after such notice required with respect to Notes not surrendered for cancellation pursuant to Section 10.02(b) is given, any payment in respect of any of money held by the Notes, segregate and hold Paying Agent in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability amount due with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment amount has become due shall be paid to the Company on Company Request, or (if then held by the Company) and payable shall be discharged from such trust, and the Paying Agent shall give prompt notice of such occurrence to the Co-Issuers and shall release such money to the Co-Issuers on Issuer Order executed by each of the Co-Issuers; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company Co-Issuers (and then only to the extent of the amounts so paid to the Co-Issuers) for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense direction of the Company Co-Issuers 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 date shall not be less than 30 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the CompanyCo-Issuers. In The cost of any such notice or publication shall be paid out of funds in the absence Collection Account. The Paying Agent shall also adopt and employ, at the expense of a written request the Co-Issuers, to be paid out of funds in the Collection Account, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures records of the Trustee. Any Paying Agent, at the last address of record for each such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interestHolder).

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Note Account pursuant to Section 8.02(c) or Section 5.07 shall at any time act as its own be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the related Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish to the Paying Agent, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Note Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of the Note Insurer, any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee definition of its action or failure so to actthe term Permitted Investments. The Company shall 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 TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes which are to be made from amounts withdrawn from the Company Collection Account pursuant to Section 8.02(c) or Section 5.08 shall at any time act as its own be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.08 or 8.02. If the Issuer shall have a Paying Agent that is not also the Note Registrar, it shallshall furnish, or cause the Note Registrar to furnish no later than the fifth Business Day after Whenever the Issuer shall have a Paying Agent other than the Trustee, it will, on or before the Business Day next preceding each Distribution Date, direct the Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay all amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesCollection Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee of its action or failure so to actfor application in accordance with Article VIII. Any Paying Agent other than the Trustee shall be appointed by Issuer Order, and the Trustee is hereby appointed, and the Trustee hereby accepts such appointment, as initial Paying Agent. The Company Issuer shall not appoint any Paying Agent which is not, at the time of such appointment, a depository institution or trust company. 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 TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Secured Debt that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Collateral Trustee or a Paying Agent (and in the case of the Class A-1 Loans, the Loan Agent) with respect to payments on the Secured Debt. When the Issuer shall have a Paying Agent that is not also the Note Registrar, the Issuer shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Collateral Trustee, the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Collateral Trustee) the Issuer shall promptly notify the Collateral Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Collateral Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Collateral Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Collateral Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Collateral Trustee to execute and deliver to the Collateral Trustee an instrument in which such Paying Agent shall agree with the TrusteeCollateral Trustee and if the Collateral Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Co-Issuers by the Trustee or a Paying Agent with respect to payments on the Notes. When the Co-Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth (5th) calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Co-Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Distribution Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Distribution Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Co-Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents (other than a successor Trustee who shall automatically become the Paying Agent hereunder pursuant to Section 7.2) shall be appointed by Issuer Order with written notice thereof to the Trustee (with a copy to each Rating Agency); provided, that so long as the Notes of its action any Class is rated by a Rating Agency, with respect to any additional or failure so successor Paying Agent, such Paying Agent has a short-term issuer default rating of at least “F1” by Fitch or a long-term issuer default rating of at least “A” by Fitch. In the event that such successor Paying Agent ceases to acthave the minimum ratings set forth above, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.shall:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co-Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any additional or successor Paying Agent, (x) so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit rating of "A+" or higher by S&P or a short-term debt rating of "A-1" by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Applicable Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee of its action for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or failure so successor Paying Agents shall be appointed by Issuer Order with written notice thereof to actthe Trustee and S&Peach Rating Agency. The Company Co-Issuers shall not appoint any Paying Agent that (x) is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities and (y) for so long as DBRS is rating any Class of Notes then Outstanding, does not have a DBRS Rating of at least "BBB (high)" (or such lower rating for which a DBRS Rating Condition has been satisfied). The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and 153 if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Debt that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Co-Issuers by the Collateral Agent or a Paying Agent with respect to payments or distributions on the Debt. When the Co-Issuers shall have a Paying Agent that is not also the Note Registrar, the Issuer shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Co-Issuers shall have a Paying Agent other than the Collateral Agent, it the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Agent to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Collateral Agent) the Co-Issuers shall promptly notify the Trustee Collateral Agent of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Collateral Agent) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Collateral Agent for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by the Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P and or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P, the Co-Issuers shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee Collateral Agent to execute and deliver to the Trustee Collateral Agent an instrument in which such Paying Agent shall agree with the TrusteeCollateral Agent and if the Collateral Agent acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Secured Debt that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Co-Issuers by the Collateral Agent or a Paying Agent with respect to payments on the Secured Debt. When the Co-Issuers shall have a Paying Agent that is not also the Note Registrar, the Issuer shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Co-Issuers shall have a Paying Agent other than the Collateral Agent, it the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Collateral Agent to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Collateral Agent) the Co-Issuers shall promptly notify the Trustee Collateral Agent of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Collateral Agent) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Collateral Agent for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P and (to the extent that Fitch is rating any Secured Debt then Outstanding) a short-term credit rating of at least “F1” or a long-term rating of at least “A” by Fitch or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P and (to the extent that Fitch is rating any Secured Debt then Outstanding) a short-term credit rating of at least “F1” or a long-term rating of at least “A” by Fitch, the Co-Issuers shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee Collateral Agent to execute and deliver to the Trustee Collateral Agent an instrument in which such Paying Agent shall agree with the TrusteeCollateral Agent and if the Collateral Agent acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying AgentAgent with respect to the Notes, it shallwill, on or before each due date of the principal of or any payment in respect of any of premium, Liquidated Damages, if any, or interest on the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal and any premium, Liquidated Damages, if any, and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying AgentsAgents for the Notes, it will, on or prior to each due date of the principal of or any payment in respect of any premium, Liquidated Damages, if any, or interest on the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall will cause each Paying Agent for the Notes 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 3.03Section, that such Paying Agent will (i1) comply with hold all sums held by it for the provisions payment of the Trust Indenture Act applicable principal of (and premium, if any), Liquidated Damages, if any, or interest, if any, on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to it such Persons or otherwise disposed of as a Paying Agent and herein provided; (ii2) during give the continuance Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of principal (and premium, if any), Liquidated Damages, if any, or interest if any, on the Notes; and (3) during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as suchfor payment in respect of the Notes. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of or any Note premium, Liquidated Damages, if any, or interest on any of the Notes and remaining unclaimed for two years after such payment principal, premium, Liquidated Damages, if any, or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note Notes shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.,

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by Xxxxx’x or Fitch, as applicable, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A1” or higher by Xxxxx’x or a short-term debt rating of “P-1” by Xxxxx’x and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” and a long-term credit rating of at least “A” by Fitch or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have the ratings described in the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Applicable Issuers by the Trustee or a Paying Agent with respect to payments on the Notes. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Co-Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by the Rating Agencies, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of "A1" or higher by Xxxxx'x or a short-term debt rating of "P-1" by Xxxxx'x or (ii) the Company will Xxxxx'x Rating Condition is satisfied. In the event that such successor Paying Agent ceases to have a long-term debt rating of "A1" or higher by Xxxxx'x or a short-term debt rating of "P-1" by Xxxxx'x, the Co-Issuers shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.shall:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay such amount, such sum the amounts then becoming due on the Notes with respect to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent deposit was made shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust be paid over by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held for application in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such accordance with Article XI. The initial Paying Agent shall be released from all further liability as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by Xxxxx’x or Fitch, as applicable, with respect to such money. Any money deposited with the Trustee any additional or any successor Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or either (if then held by the Companyi) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect has a long-term debt rating of “A1” or higher by Xxxxx’x or a short-term debt rating of “P‑1” by Xxxxx’x and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” and a long-term credit rating of at least “A” by Fitch or (ii) the Global Rating Agency Condition is satisfied. If such trust moneysuccessor Paying Agent ceases to have the ratings described in the immediately preceding sentence, and all liability of the Company as trustee thereof, Issuer shall thereupon cease; provided, however, that the Trustee or promptly remove such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in Agent and appoint 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.successor Paying

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying AgentAgent with respect to the Notes, it shallwill, on or before each due date of the principal of or any payment in premium or interest on, or Liquidated Damages, if any, with respect of to, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal and any premium and interest and Liquidated Damages so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying AgentsAgents for any Notes, it will, prior to each due date of the principal of or any payment in premium or interest on, or Liquidated Damages, if any, with respect of to, any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall will cause each Paying Agent for any Notes 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 3.03Section, that such Paying Agent will (i1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii2) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as suchfor payment in respect of the Notes. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in the principal of or any premium or interest on, or Liquidated Damages, if any, with respect of to, any Note and remaining unclaimed for two years after such payment principal, premium or interest or Liquidated Damages has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 each Place of New YorkPayment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of (and premium, if any) or interest on any of the Notes, segregate aggregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect the principal of (and premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two (2) years after such payment principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense of the Company cause to be published once, in a newspaper paper 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 30 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid paid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents (other than a successor Trustee who shall automatically become the Paying Agent hereunder) shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by the Rating Agencies, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A” or higher by S&P or a short-term debt rating of “A-1” by S&P, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state banking authorities. The Issuer shall cause each any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of any payment in respect of any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 calendar days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents (other than a successor Trustee who shall automatically become the Paying Agent hereunder) shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of "A+" or higher by S&P or a short-term debt rating of "A-1" by S&P and (to the extent that Fitch is rating any Notes then Outstanding) a short-term crediting rating of at least "F2" or a long-term rating of at least "BBB" by Fitch or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of "A+" or higher by S&P or a short-term debt rating "A-1" by S&P and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least "F2" or a long-term rating of at least "BBB" by Fitch, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Note Payment Account shall at any time act be made on behalf of the Issuers by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuers shall have a Paying Agent that is not also the Note Registrar, they shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, they shall, on or before each the Quarterly Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Quarterly Payment Date or Redemption Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesNote Payment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Moneys deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article 10. The initial Paying Agents shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee[; provided that so long as the Class A Notes or Class B Notes are rated by the Rating Agencies and with respect to any additional or successor Paying Agent for the Notes, either (i) the Company Paying Agent for the Notes has a rating of not less than "Aa3" or "P-1" by Moody's and a rating of not less than "AA-" or "A-1+" by Standard & Poor's or (ii) each Rating Agency confirms that employing such Paying Agent will not adversely affect its ratings on the Class A Notes or the Class B Notes]. In the event that such successor Paying Agent ceases to have a rating of at least "Aa3" or "P-1" by Moody's and a rating of at least "AA-" or "A-1+" by Standard & Poor's and the ratings on the Class A Notes and the Class B Notes have not been confirmed, the Issuers shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent (other than an initial Paying Agent) that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect the principal of or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of or interest on any Note and remaining unclaimed for two years after such payment principal or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of any such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of any payment in respect of any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company Bank shall have one or more Paying Agents for the Notes, the Trustee will, at the Bank's written request, on each Payment Date, withdraw from the Note Payment Account and wire transfer to such Paying Agent or Paying Agents, it willin Federal Reserve or other immediately available funds, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by for the Trust Indenture Act, and (unless such Paying Agent is payment of the Trustee) principal of or interest on the Company will promptly notify the Trustee of its action or failure Notes so to actbecoming due. The Company shall Bank will cause each Paying Agent other than for the Trustee Notes 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee hold all sums held by it for the payment of the principal of, Redemption Premium, if any, or interest on the Notes in trust by such Paying Agent as such. The Company may at any time, for the purpose benefit of obtaining the satisfaction and discharge Holders of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, Notes entitled thereto until such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect paid to such moneyHolders or otherwise disposed of as provided herein. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, Agent in trust for the making payment of payments in respect of the principal of, Redemption Premium, if any, or interest on any Note and remaining unclaimed for two years after such payment principal, Redemption Premium, if any, or interest has become due and payable shall be paid to the Company Bank on Company Bank Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company Bank for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company Bank 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, that after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the CompanyBank. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, Any money deposited with the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretionany Paying Agent, in accordance trust for payment of principal of, Redemption Premium, if any, or interest on any Note and which is unclaimed, shall only be invested in Permitted Investments with maturities of less than one day or held in the customary practices and procedures form of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interestcash.

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, at or prior to 10:00 a.m. in the place of business of the Paying Agent on each due date of any payment in respect the principal of or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of or interest on any Note and remaining unclaimed for two years after such payment principal or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Note Account pursuant to Section 8.02(c) or Section 5.07 shall at any time act as its own be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesNote Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of the Note Insurer, any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee definition of its action or failure so to actthe term Permitted Investments. The Company shall 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 TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. 146 Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Applicable Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee and the Rating Agency; provided that so long as the Notes of its action any Class are rated by a Rating Agency, with respect to any additional or failure so successor Paying Agent, such Paying Agent satisfies the rating requirements specified in Section 6.8. If such successor Paying Agent ceases to acthave the required ratings specified above, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of (and premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect the principal of (and premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent (or, until such time as this Indenture shall be qualified under the Trust Indenture Act, which would be applicable to it as Paying Agent if the Indenture were so qualified) and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any Subject to any applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such payment principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.look

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act as its own be made on behalf of the Co-Issuers by the Trustee or a Paying Agent. When the Issuer and the Co-Issuer, it as applicable, shall have a Paying Agent that is not also the Note Registrar, they shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer and the Co-Issuer, as applicable, shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date or other date on which payments on the Notes are due, as the case may be, direct the Trustee to deposit on such Payment Date or other date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of Trustee) the Issuer and the Co-Issuer, as herein provided and applicable, shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article 10. The initial Paying Agents for the Notes shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, however, that with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a rating of “A+” or higher or “A-1” by S&P or (ii) the Company will Rating Agency Condition is met with respect to S&P; and provided, further, that so long as the Notes are rated by Fitch and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a rating of at least “F1+” by Fitch or (ii) the Rating Agency Condition is met with respect to Fitch. In the event that such successor Paying Agent ceases to have a rating required by the foregoing sentence and a Rating Agency fails to confirm its ratings of the Applicable Notes, the Co-Issuers shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. Repayment of Unclaimed Money. If the Company Obligors shall at any time act set as its their own Paying Agentpaying agent, it shallthey will, on or before each date upon which a payment of interest or a payment or prepayment of principal is due date of any payment in respect of any of the Notes(a "Note Payment Date"), segregate and hold in trust for the benefit of the Persons entitled thereto holders of the Notes a sum sufficient to make pay the payment so principal (and premium, if any) or interest becoming due on such date until such sums shall be paid to such Persons holders or otherwise disposed of as herein provided provided, and shall the Obligors will promptly notify the Trustee of its their action or failure so to act. Whenever the Company Trustee shall have one or more Paying Agentsact as a paying agent, it the Obligors will, prior to each due date of any payment in respect of any NotesNote Payment Date, deposit with a Paying Agent a the paying agent sum sufficient to pay the principal (and premium, if any) or interest becoming due on such amountdate, such sum to be held as provided by in trust for the Trust Indenture Act, and (unless such Paying Agent is benefit of the Trustee) holders of the Company will promptly notify the Trustee of its action or failure so to actNotes. The Company shall cause each Paying Agent Obligors will not appoint a Person, 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 3.03, that such Paying Agent will (i) comply with the provisions act as paying agent. Moneys so segregated or deposited and held in trust shall not be part of the Trust Indenture Act applicable to it as Estate but shall constitute a Paying Agent and (ii) during separate trust fund for the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect benefit of the NotesPersons entitled to such principal, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as suchpremium or interest. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums Moneys held in trust by the Company Trustee for the payment of the principal (or such Paying Agentpremium, such sums to if any) or interest on the Notes need not be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; andsegregated from other funds, upon such payment by any Paying Agent except to the Trustee, such Paying Agent shall be released from all further liability with respect to such moneyextent required by law. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect of the principal (and premium, if any) or interest on any Note Notes and remaining unclaimed for two 6 years after such payment principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by Moody’s or Fitch, as applicable, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s and (to the extent that Fitch is rating any Notes then Outstanding) a short-term credit rating of at least “F1” and a long-term credit rating of at least “A” by Fitch or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have the ratings described in the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date (to the extent funds are then available for such purpose in the Payment Account, and subject to the Priority of any payment in respect of any of the NotesPayments), segregate and hold in trust such sum to be held for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay such amount, such sum the amounts then becoming due on the Notes with respect to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent deposit was made shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust be paid over by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held for application in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, accordance with Article 11. Any such Paying Agent shall be released from all further liability with respect deemed to agree by assuming such money. Any money deposited with role not to cause the Trustee filing of a petition in bankruptcy against the Issuer or any Paying Agent, or then held by the Company, in trust Co-Issuer for the making of payments in respect non-payment to the Paying Agent of any Note amounts payable thereto until at least one year and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Requestone day or, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Companylonger, the Trustee shall from time to time deliver applicable preference period then in effect after the payment in full of all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to Notes issued under this Section 3.03 shall be held uninvested and without any liability for interestIndenture.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has (x) for so long as any Class A-1 Notes are Outstanding and rated by Fitch, the Fitch Eligible Counterparty Ratings and (y) a long-term issuer credit rating of “A+” or higher by S&P or a short-term debt rating of “A -1” by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect the principal of or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of or interest on any Note and remaining unclaimed for two years after such payment principal or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or -------- ------- such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 YorkLos Angeles, California, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date pursuant to the terms of any payment this Indenture (to the extent funds are then available for such purpose in respect the Payment Account, and subject to the Priority of any of the NotesPayments), segregate and hold in trust such sum to be held for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-”or higher by Fitch and “AA-” or higher by S&P or a short-term debt rating of “P-1” by Xxxxx’x, “F1+” by Fitch and “A1+” by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the Company will then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-”or higher by Fitch or “AA-” or higher by S&P or a short-term debt 147 rating of at least “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1+” by S&P, the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer and the Co-Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause each the Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, it shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7. 2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long- term debt rating of “A+” or higher by S&P and “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s and “A-1” by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s and “A-1” by S&P, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Trust under any circumstances except as provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. If the Company Trust shall at any time act have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as its own such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Payment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Initial Purchaser, any Paying Agent other than the Indenture Trustee may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the Payment Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Master Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Any Paying Agent, other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term “Permitted Investments”. The Company shall Master Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co‑Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own -97- such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any additional or successor Paying Agent, (x) so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit rating of “A+” or higher by S&P or a short-term debt rating of “A‑1” by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company Partnership shall at any time act as its own Paying AgentAgent with respect to the Notes, it shallwill, on or before each due date of any payment in respect of any of the principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal of, premium, if any, interest and Liquidated Damages, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company Partnership shall have one or more Paying AgentsAgents for the Notes, it will, on or prior to each due date of any payment in respect of any the principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company Partnership will promptly notify the Trustee of its action or failure so to act. The Company shall Partnership will cause each Paying Agent for the Notes 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 3.03Section, that such Paying Agent will (ia) comply with hold all sums held by it for the provisions payment of the Trust Indenture Act applicable principal of (and premium, if any), interest or Liquidated Damages, if any, on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to it such Persons or otherwise disposed of as a Paying Agent and herein provided; (iib) during give the continuance Trustee notice of any default by the Company Partnership (or any other obligor upon the Notes) in the making of any payment in respect of principal (and premium, if any), interest or Liquidated Damages, if any, on the Notes; and (c) during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as suchfor payment in respect of the Notes. The Company Partnership may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Partnership Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Partnership or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company Partnership or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyPartnership, in trust for the making payment of payments in respect the principal of or premium, if any, interest or Liquidated Damages, if any, on any Note of the Notes and remaining unclaimed for two years after such payment principal, premium, if any, interest or Liquidated Damages, if any, has become due and payable shall be paid to the Company Partnership on Company Partnership Request, or (if then held by the CompanyPartnership) shall be discharged from such trust; and the Holder of such Note Notes shall thereafter, as an unsecured general creditor, look only to the Company Partnership for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company Partnership as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company Partnership cause to be published once, in a newspaper published an Authorized Newspaper in each Place of Payment with respect to the English language, customarily published on each Business Day and of general circulation in The City of New YorkNotes, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interestPartnership.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Distribution Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Distribution Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Distribution Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Distribution Account, segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date pursuant to the terms of any payment this Indenture (to the extent funds are then available for such purpose in respect the Payment Account, and subject to the Priority of any of the NotesPayments), segregate and hold in trust such sum to be held for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying 168 Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-”or higher by Fitch and “AA-” or higher by S&P or a short-term debt rating of “P-1” by Xxxxx’x, “F1+” by Fitch and “A1+” by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the Company will then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-”or higher by Fitch or “AA-” or higher by S&P or a short-term debt rating of at least “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1+” by S&P, the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer and the Co-Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause each the Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Applicable Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee and S&P. The Co-Issuers shall not appoint any Paying Agent that is not, at the time of its action such appointment, a depository institution or failure so trust company subject to actsupervision and examination by federal and/or state and/or national banking authorities. The Company Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co-Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. 128 Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any additional or successor Paying Agent, (x) so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P or a short-term debt rating of “A-1” by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Applicable Issuers shall have a Paying Agent that is not also the Note Registrar, they shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Applicable Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article 10. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee) ; provided that so long as the Company will Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, such Paying Agent has a long-term debt rating of "A+" or higher by S&P and "A1" or higher by Xxxxx'x or a short-term debt rating of "P-1" by Xxxxx'x and "A-1" by S&P. If such successor Paying Agent ceases to have a long-term debt rating of "A+" or higher by S&P and "A1" or higher by Xxxxx'x or a short-term debt rating of "P-1" by Xxxxx'x and "A-1" by S&P, the Co-Issuers shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co‑Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has (x) for so long as any Class A-1 Notes are Outstanding and rated by Fitch, the Fitch Eligible Counterparty Ratings and (y) a long-term issuer credit rating of "A+" or higher by S&P or a short-term debt rating of "A‑1" by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Note Payment Account pursuant to Section 8.02(c) or Section 5.07 shall at any time act as its own be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Note Payment Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesNote Payment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee definition of its action or failure so to actthe term Permitted Investments. The Company shall 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 TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Applicable Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee of its action for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or failure so successor Paying Agents shall be appointed by Issuer Order with written notice thereof to actthe Trustee and the Rating Agency. The Company Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.shall:

Money for Note Payments to Be Held in Trust. If (1) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Debt Service Coverage Account in accordance with Section 4.05 shall be made on behalf of the Company shall at any time act as its own by the Paying Agent, it shall, Agent on or before each due date of any payment in respect of any of the Notes, segregate and hold in trust the Trustee shall pay over any such amounts to the Paying Agent (if not the Trustee) for such purpose and no amounts so withdrawn from the benefit of Debt Service Coverage Account by the Persons entitled thereto a sum sufficient to make Trustee for payments on the payment so becoming due until such sums Notes shall be paid over to such Persons the Company except as provided in Article Four or otherwise disposed Article Six or subsection (2) of as herein provided and shall promptly notify this Section 11.03. The Company hereby appoints the Trustee as the initial Paying Agent for amounts due on the Notes. The Company may appoint any other Person to act as Paying Agent to perform all functions of its action or failure so Paying Agent under this Indenture, as fully to actall intents and purposes as though the Paying Agent has been expressly authorized to perform such functions. Whenever the Company shall have one or more Paying Agents, it willthe Trustee shall, prior to each due date of the principal of or any payment premium or interest on any Notes or Liquidated Damages in respect of any NotesNote, deposit with a such Paying Agent a sum sufficient to pay such amount, such sum to be held on trust pursuant to this Indenture. If the Company shall at any time act as provided by the Trust Indenture Act, and (unless such its own Paying Agent is with respect to the Trustee) Notes, it shall, on or before each due date of the Company principal of or any premium or interest on any of the Notes or Liquidated Damages in respect of any Note, segregate and hold in trust for the benefit of the Persons entitled thereto the proceeds deposited with it pursuant to the preceding paragraph until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and will promptly notify the Trustee and the Insurer of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.0311.03, that such Paying Agent will (i) comply with the provisions of the Trust this Indenture Act applicable to it as a Paying Agent Agent; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and pay such sums to such Persons as in this Indenture provided; (iii) give the Trustee, with a copy to the Insurer, notice of any default by the Company of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; and (iiiv) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Distribution Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the Distribution Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Trust, will, on or before the Business Day next preceding each Distribution Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesDistribution Account, segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Servicer, on behalf of the Trust, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Trust, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. (1) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Debt Service Coverage Account in accordance with Section 4.05 shall be made on behalf of the Company by the Paying Agent on the Notes, and the Trustee shall pay over any such amounts to the Paying Agent (if not the Trustee) for such purpose and no amounts so withdrawn from the Debt Service Coverage Account by the Trustee for payments on the Notes shall be paid over to the Company except as provided in Article Four or Article Six or subsection (2) of this Section 11.03. The Company hereby appoints the Trustee as the initial Paying Agent for amounts due on the Notes. The Company may appoint any other Person to act as Paying Agent to perform all functions of Paying Agent under this Indenture, as fully to all intents and purposes as though the Paying Agent has been expressly authorized to perform such functions. Whenever the Company shall have one or more Paying Agents, the Trustee shall, prior to each due date of the principal of or any premium or interest on any Notes or Liquidated Damages in respect of any Note, deposit with such Paying Agent a Table of Contents sum sufficient to pay such amount, such sum to be held on trust pursuant to this Indenture. If the Company shall at any time act as its own Paying AgentAgent with respect to the Notes, it shall, on or before each due date of the principal of or any payment premium or interest on any of the Notes or Liquidated Damages in respect of any of the NotesNote, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient the proceeds deposited with it pursuant to make the payment so becoming due preceding paragraph until such sums shall be paid to such Persons or otherwise disposed of as herein in this Indenture provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee and the Insurer of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.0311.03, that such Paying Agent will (i) comply with the provisions of the Trust this Indenture Act applicable to it as a Paying Agent Agent; (ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and pay such sums to such Persons as in this Indenture provided; (iii) give the Trustee, with a copy to the Insurer, notice of any default by the Company of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; and (iiiv) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of (and premium, if any) or interest on any of the Notes, segregate aggregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect the principal of (and premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two (2) years after such payment principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may shall at the expense of the Company cause to be published once, in a newspaper paper 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 30 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid paid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All ------------------------------------------- payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Collection Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Note Registrar, they shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each Quarterly Distribution Date, as the case may be, direct the Trustee to deposit on such Quarterly Distribution Date, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesCollection Account, segregate and hold as the case may be), such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article X. The initial Paying Agent shall be as set forth in Section 7.02. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, that so long as any -------- Class of Notes is rated by the Rating Agencies and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent for the Notes has a rating of a rating of not less than "AA-" and not less than "A-1+" by Standard & Poor's or (ii) the Company will Rating Confirmation Test is satisfied with respect to such appointment. In the event that such successor Paying Agent ceases to have a rating of a rating of at least "AA-" and of "A-1+" by Standard & Poor's and the ratings on the Notes have not been confirmed, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent (other than an initial Paying Agent) that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by Federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Note Account pursuant to Section 8.02(c) or Section 5.07 shall at any time act as its own be made on behalf of the Issuer by the Paying Agent, and no amounts so withdrawn from the Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each Distribution Date direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesNote Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Any Paying Agent other than the Indenture Trustee may be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Trustee definition of its action or failure so to actthe term Permitted Investments. The Company shall 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 TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Payment Account pursuant to Sections 5.07 or 8.02 hereof shall at be made on behalf of the Issuing Entity by the Indenture Trustee, and no amounts so withdrawn from the related Payment Account for payments on the Notes shall be paid over to the Issuing Entity under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Issuing Entity shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuing Entity shall have a Paying AgentAgent other than the Indenture Trustee, it shallthe Servicer, on behalf of the Issuing Entity, will, on or before the Business Day next preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Payment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior written consent of the Note Insurer, any Paying Agent other than the Indenture Trustee, may be appointed by Trust Order and at the expense of the Issuing Entity. The Issuing Entity shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term “Permitted Investments”. The Company shall Servicer, on behalf of the Issuing Entity, will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Owner Trustee, on behalf of the Issuing Entity, an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of any payment in respect the principal of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, at or prior to 10:00 a.m. in the place of business of the Paying Agent on each due date of any payment in respect the principal of or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall 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 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making payment of payments in respect the principal of or interest on any Note and remaining unclaimed for two years after such payment principal or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 YorkYork City, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company related Distribution Account pursuant to Sections 8.02(a) or 5.07 hereof shall at be made on behalf of the Trust by the Indenture Trustee, and no amounts so withdrawn from the related Distribution Account for payments on the Notes shall be paid over to the Trust under any time act circumstances except as its own provided in this Section 3.03 or in Sections 5.07 or 8.02 hereof. With respect to Definitive Notes, if the Trust shall have a Note Registrar that is not also the Indenture Trustee, such Note Registrar shall furnish, no later than the fifth (5th) calendar day after each Record Date, a list, in such form as such Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Trust shall have a Paying AgentAgent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each Distribution Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the Notesrelated Distribution Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Trust Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII hereof. Subject to the prior consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Trust Order and at the expense of the Trust. The Trust shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Company will promptly notify time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (b) of the Trustee definition of its action or failure so to actthe term "Permitted Investments". The Company shall Trust will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Trust an instrument in which such Paying Agent shall agree with the TrusteeIndenture 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) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of any payment in respect of any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 calendar days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date pursuant to the terms of any payment this Indenture (to the extent funds are then available for such purpose in respect the Payment Account, and subject to the Priority of any of the NotesPayments), segregate and hold in trust such sum to be held for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any amounts payable thereto until at least one year and one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of "Aa3" or higher by Moody's, "AA-"or higher by Fitch and "AA-" or higher by S&P or a short-term debt rating of "P-1" by Moody's, "F1+" by Fitch and "A-1+" by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the Company will then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of "Aa3" or higher by Moody's, "AA-"or higher by Fitch or "AA-" or higher by S&P or a short-term debt rating of at least "P-1" by Moody's, "F1+" by Fitch and "A-1+" by S&P, the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer and the Co-Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause each the Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer (and, in the case of the Co‑Issued Notes, the Issuers) by the Trustee or a Paying Agent with respect to payments or distributions on the Securities. When the Issuers shall have a Paying Agent that is not also the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, no later than the fifth day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuers shall have a Paying Agent other than the Trustee, the Issuers shall, on or before the Business Day next preceding each Payment Date and on any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuers shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Securities with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that, with respect to any additional or successor Paying Agent, (x) so long as the Notes of any Class are rated by S&P either (i) such Paying Agent has a long-term issuer credit rating of “A+” or higher by S&P or a short-term debt rating of “A‑1” by S&P or (ii) the Company will S&P Rating Condition is satisfied. If such successor Paying Agent ceases to have any such minimum rating specified in clause (i) of the immediately preceding sentence, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date pursuant to the terms of any payment this Indenture (to the extent funds are then available for such purpose in respect the Payment Account, and subject to the Priority of any of the NotesPayments), segregate and hold in trust such sum to be held for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article 11. Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Paying Agent of any amounts payable thereto until at least one year and one day or, if longer, the applicable preference period then in effect after the payment in full of all Notes issued under this Indenture. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order of the Issuer and Issuer Order of the Co-Issuer with written notice thereof to the Trustee; provided, however, that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either (i) such Paying Agent has a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-“ or higher by Fitch and “AA-“ or higher by S&P or a short-term debt rating of “P-1” by Xxxxx’x, “F1+” by Fitch and “A1+” by S&P or (ii) each Rating Agency confirms that employing such Paying Agent shall not adversely affect the Company will then-current ratings of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by Xxxxx’x, “AA-“ or higher by Fitch or “AA-“ or higher by S&P or a short-term debt rating of at least “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1+” by S&P, the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer and the Co-Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall cause each the Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If the Company Partnership shall at any time act as its own Paying AgentAgent with respect to the Notes, it shallwill, on or before each due date of any payment in respect of any of the principal of, premium, if any, or Liquidated Damages, if any, or interest on the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to make pay the payment principal of, premium, if any, and Liquidated Damages, if any, and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall will promptly notify the Trustee of its action or failure so to act. Whenever the Company Partnership shall have one or more Paying AgentsAgents for the Notes, it will, on or prior to each due date of any payment in respect of any the principal of, premium, if any, or Liquidated Damages, if any, or interest on the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company Partnership will promptly notify the Trustee of its action or failure so to act. The Company shall Partnership will cause each Paying Agent for the Notes 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 3.03Section, that such Paying Agent will (i1) comply with hold all sums held by it for the provisions payment of the Trust Indenture Act applicable principal of (and premium, if any), Liquidated Damages, if any, or interest, if any, on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to it such Persons or otherwise disposed of as a Paying Agent and herein provided; (ii2) during give the continuance Trustee notice of any default by the Company Partnership (or any other obligor upon the Notes) in the making of any payment in respect of principal (and premium, if any), Liquidated Damages, if any, or interest, if any, on the Notes; and (3) during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as suchfor payment in respect of the Notes. The Company Partnership may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Partnership Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Partnership or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company Partnership or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the CompanyPartnership, in trust for the making payment of payments in respect the principal of or any Note premium, Liquidated Damages, if any, or interest on any of the Notes and remaining unclaimed for two years after such payment principal, premium, if any, or Liquidated Damages, if any, or interest has become due and payable shall be paid to the Company Partnership on Company Partnership Request, or (if then held by the CompanyPartnership) shall be discharged from such trust; and the Holder of such Note Notes shall thereafter, as an unsecured general creditor, look only to the Company Partnership for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company Partnership as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company Partnership cause to be published once, in a newspaper published an Authorized Newspaper in each Place of Payment with respect to the English language, customarily published on each Business Day and of general circulation in The City of New YorkNotes, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall will be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interestPartnership.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes which are to be made from amounts withdrawn from the Company Collection Account pursuant to Section 8.02(c) or Section 5.08 shall at any time act as its own be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.08. If the Issuer shall have a Paying Agent that is not also the Note Registrar, it shallshall furnish, or cause the Note Registrar to furnish no later than the fifth Business Day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, it will, on or before the Business Day next preceding each Payment Date, direct the Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay all amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesCollection Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to actthereto. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any moneys deposited with a Paying Agent a sum in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amountdeposit was made shall, such sum to upon Issuer Order, be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify to the Trustee of its action or failure so to actfor application in accordance with Article VIII. Any Paying Agent shall be appointed by Issuer Order. The Company Issuer shall not appoint any Paying Agent which is not, at the time of such appointment, a depository institution or trust company. 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 TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will:

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer and the Co-Issuer by the Trustee or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on the Notes. When the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, or cause the Notes Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, it of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder. Whenever the Paying Agent is not also the Trustee, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date pursuant to the terms of any payment this Indenture (to the extent funds are then available for such purpose in respect the Payment Account, and subject to the Priority of any of the NotesPayments), segregate and hold in trust such sum to be held for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided Trustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay such amount, such sum the amounts then becoming due on the Notes with respect to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent deposit was made shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust be paid over by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held for application in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, accordance with Article 11. Any such Paying Agent shall be released from all further liability with respect deemed to agree by assuming such money. Any money deposited with role not to cause the Trustee filing of a petition in bankruptcy against the Issuer or any Paying Agent, or then held by the Company, in trust Co-Issuer for the making of payments in respect non-payment to the Paying Agent of any Note amounts payable thereto until at least one year and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Requestone day (or, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Companylonger, the Trustee shall from time to time deliver applicable preference period then in effect) after the payment in full of all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to Notes issued under this Section 3.03 shall be held uninvested and without any liability for interestIndenture.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account shall at any time act be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments on the Notes. When the Issuer shall have a Paying Agent that is not also the Registrar, it shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as its own such Paying AgentAgent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due date of any payment (to the extent funds are then available for such purpose in respect of any of the NotesPayment Account), segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to make and (unless such Paying Agent is the payment so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of any payment in respect of any Notes, deposit Any Monies deposited with a Paying Agent a sum (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such amount, such sum to deposit was made shall be held as provided paid over by the Trust Indenture Act, and (unless such Paying Agent is to the Trustee for application in accordance with Article XI. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by a Rating Agency, with respect to any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of “A+” or higher by S&P and a counterparty risk assessment of “A1(cr)” or higher by Mxxxx’x or a short-term debt rating of “P-1” by Mxxxx’x and “A-1” by S&P or (ii) the Company will Global Rating Agency Condition is satisfied. If such successor Paying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and counterparty risk assessment of “A1(cr)” or higher by Mxxxx’x or a short-term debt rating of “P-1” by Mxxxx’x and “A-1” by S&P, the Issuer shall promptly notify the Trustee of its action or failure so to actremove such Paying Agent and appoint a successor Paying Agent. The Company Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the TrusteeTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.037.3, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the making of payments in respect of any Note and remaining unclaimed for two years after such payment has become due shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company 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 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.will: