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

Money for 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 All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 5.06 and 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day immediately preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Insurer an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account pursuant to Section 8.02(c) and the Reserve Account (d) shall be made on behalf of the Issuer Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer Issuing Entity except as provided in this Section. On or before each the Payment Determination Date and or the Business Day prior to the Redemption Date, as applicable, the Issuer Issuing Entity shall deposit allocate or cause to be deposited allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer Issuing Entity will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account Trust Accounts shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act; provided, that the amount deposited on any Redemption Date may be reduced by amounts transferred from the Reserve Account to the Collection Account pursuant to Section 5.06(e) of the Sale and Servicing Agreement. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Reserve Fund, or the Note Distribution Account pursuant to Section 8.02(b) and the Reserve Account 8.03 shall 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, the Note Distribution Account or the Reserve Account such accounts for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day immediately preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account pursuant to Section 8.02(c), (d), (e) and the Reserve Account (g) shall be made on behalf of the Issuer Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer Issuing Entity except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer Issuing Entity shall deposit allocate or cause to be deposited allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer Issuing Entity will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account or the Note Distribution Account pursuant to Section 8.02(b) and the Reserve Account 8.03 shall 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, the Note Distribution Account or the Reserve Account such accounts for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day immediately preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account Trust Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by another a Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve any Trust Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and or the Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Collection Account and the Principal Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee Trustee, in writing, of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Payment Account, pursuant to Article 4 of the Note Distribution Account Sale and the Reserve Account Servicing Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and or Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Payment Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. The Issuer will cause each Paying Agent (other than the Indenture Trustee Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in -------------------------------------- Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes or any Swap Agreement that are to be made from amounts withdrawn distributed from the Collection Account, Account or any other Trust Account pursuant to Sections 2.7 and 2.8 of the Note Distribution Account and the Reserve Account Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes to Noteholders or any Swap Counterparty shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes or any Swap Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, Account or any other Trust Account pursuant to Sections 2.07 and 2.08 of the Note Distribution Account and the Reserve Account Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes Notes, that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.02 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. The Indenture Trustee is hereby appointed as the initial “Paying Agent” hereunder and the Indenture Trustee hereby accepts such appointment. On or before the Business Day next preceding each Payment Date and Redemption Distribution Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under each Class of the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account Trust Accounts shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, Account or any other Trust Account pursuant to Sections 2.7 and 2.8 of the Note Distribution Account and the Reserve Account Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made remitted from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account for payments of on the Notes shall be paid over to the Issuer except as provided in this SectionSection 3.3. On or before each Payment Date and Redemption Date, Any Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall deposit or cause be a Person who would be eligible to be deposited Indenture Trustee hereunder as provided in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Section 6.11 hereof. The Issuer shall not appoint any Paying Agent is (other than the Indenture Trustee) shall promptly notify which is not, at the Indenture Trustee time of its action or failure so to actsuch appointment, a Depository Institution. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.3, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b) hereof, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) hereof shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this SectionSection 3.03. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Any Paying Agent is shall be appointed by the Initial Noteholder with written notice thereof to the Indenture Trustee) . The Issuer shall promptly notify not appoint any Paying Agent (other than the Indenture Trustee or Servicer) which is not, at the time of its action or failure so to actsuch appointment, a Depository Institution. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will:

Money for 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 Collection Account, the Note Interest Distribution Account and the Reserve Principal Distribution Account shall 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, the Note Interest Distribution Account or the Reserve Principal Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Interest Distribution Account and the Principal Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent (other than the Indenture Trustee Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and or the Reserve Account pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes to Noteholders shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying AgentAgent (pursuant to the written instructions of the Servicer), and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Sectionthe Pooling and Servicing Agreement. On or before each Payment Date and Redemption Date, upon written notice and instruction from the Issuer Servicer, the Indenture Trustee shall withdraw from the Collection Account and deposit or cause to be deposited in the Note Distribution Account Account, to the extent available, an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee Paying Agent of its action or failure to so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before At least one Business Day prior to each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes or any Swap Agreement that are to be made from amounts withdrawn distributed from the Collection Account, Account or any other Trust Account pursuant to Sections 2.7 and 2.8 of the Note Distribution Account and the Reserve Account Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes or any Swap Agreement shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes or any Swap Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.02 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. The Indenture Trustee is hereby appointed as the initial "Paying Agent" hereunder and the Indenture Trustee hereby accepts such appointment. On or before the Business Day next preceding each Payment Date and Redemption Distribution Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under each Class of the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 5.4(b) and 8.5, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Collection Account, the Note Distribution Account and the Reserve Account shall be made on behalf of the Issuer Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account therefrom for payments of on Notes shall be paid over to the Issuer Issuing Entity except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer Issuing Entity shall deposit allocate or cause to be deposited in allocated into the Note Distribution Trust Collection Account for distribution an aggregate sum sufficient to pay the amounts then becoming due under the Notes, and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or any failure so by the Issuing Entity to acteffect such deposit. The Issuer will Issuing Entity shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agreesagrees to the extent relevant), subject to the provisions of this Section, that such Paying Agent willshall:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes or any Swap Agreement that are to be made from amounts withdrawn distributed from the Collection Account, or deposited into the Note Distribution Collection Account and from the Supplemental Purchase Account, the Add-On Consolidation Loan Account, the Capitalized Interest Account or the Reserve Account Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes to Noteholders or any Swap Counterparty shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes or any Swap Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 8.04 and 5.04(b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account therefrom for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in into the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or any failure so by the Issuer to acteffect such deposit. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agreesagrees to the extent relevant), subject to the provisions of this Section, that such Paying Agent willshall:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account Trust Accounts shall 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, the Note Distribution Account or the Reserve any Trust Account for payments of Notes shall be paid over to the Issuer except as provided in this SectionSection 3.03. On or before the Business Day preceding each Payment Date and or the Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Collection Account and the Principal Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee Trustee, in writing, of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account for payments of Notes [or any Swap Counterparty] shall be paid to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes [or each Swap Agreement], such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account shall 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, the Note Distribution Account or the Reserve Account distributed for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Quarterly Payment Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee and any Swap Counterparties of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account or any other Trust Account pursuant to Section 2.7, or deposited into the Collection Account from the Capitalized Interest Account, the Note Distribution Supplemental Purchase Account, the Borrower Benefit Account, the Floor Income Rebate Account and or the Reserve Account Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve any other Trust Account for payments of Notes to Noteholders shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Quarterly Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying AgentAgent (pursuant to the written instructions of the Servicer), and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Sectionthe Pooling and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date and Redemption Date, upon written notice and instruction from the Issuer Servicer, the Indenture Trustee shall withdraw from the Collection Account and deposit or cause to be deposited in the Note Distribution Account Account, to the extent available, an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee Paying Agent of its action or failure to so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(b) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day immediately preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All payments of amounts due and payable with respect One Business Day prior to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note each Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in to the Note Distribution Collection Account an aggregate Available Funds (which shall be immediately available) with respect to the related Collection Period. Such sum sufficient to pay the amounts then becoming due under the Notes, such sum to shall be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Note Paying Agent is the Indenture Trustee) ), the Issuer shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer hereby appoints the Person serving as Indenture Trustee as Note Paying Agent to make payments to Noteholders on behalf of the Issuer in accordance with the provisions of the Notes, this Indenture and the Series Supplement, and such Person hereby accepts such appointment (subject to removal in the event it no longer serves as Indenture Trustee pursuant to Section 6.8). The Issuer will cause each Note Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Note Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Note Paying AgentAgent with respect to clauses (i) and (v), it hereby so agrees), subject to the provisions of this Section, that such Note Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before 12:00 noon (New York time) on each Payment Distribution Date and the Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes or the Interest Rate Swap Agreement that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account or the Swap Collateral Account pursuant to Section 8.02(b) and the Reserve Account 8.03 shall 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, the Note Distribution Account or the Reserve Account such accounts for payments of Notes or to the Swap Counterparty shall be paid over to the Issuer except as provided in this Section. On or before the Business Day immediately preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes and the Interest Rate Swap Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Note Payment Account pursuant to Section 8.02(a) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, Account and deposited in the Note Distribution Account or the Reserve Payment Account for payments of payment on the Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, Any Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall deposit or cause be a Person who would be eligible to be deposited Indenture Trustee hereunder as provided in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Section 6.11. The Issuer shall not appoint any Paying Agent is (other than the Indenture Trustee) shall promptly notify which is not, at the Indenture Trustee time of its action or failure so to actsuch appointment, a Depository Institution. The Issuer will cause each Paying Agent other than the Indenture Trustee Administrator to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in --------------------------------------- Section 8.02(a), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.02(d) shall be made on behalf of the Note Issuer by the Indenture Note Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Note Issuer except as provided in this SectionSection and Section 8.02. On or before each Payment Date and Redemption Remittance Date, the Note Issuer shall deposit or cause to be deposited in the Note Distribution Collection Account an aggregate sum sufficient Estimated FTA Collections with respect to pay the amounts then becoming due under preceding Collection Period, increased by the NotesRemittance Shortfall or decreased by the Excess Remittance calculated at the Monthly Administrative Date immediately preceding such Remittance Date, as applicable, as provided in the Servicing Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Note Trustee) shall promptly notify the Indenture Note Trustee of its action or failure so to act. The Note Issuer will cause each Paying Agent other than the Indenture Note Trustee to execute and deliver to the Indenture Note Trustee an instrument in which such Paying Agent shall agree with the Indenture Note Trustee (and if the Indenture Note Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes or Swaps that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 3.01 shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes or any Swaps shall be paid over to the Issuer except as provided in this SectionSection 3.03. On or before the Business Day immediately preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, Account or any other Trust Account pursuant to Section 2.7 and 2.8 of the Note Distribution Account and the Reserve Account Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.02 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. The Indenture Trustee is hereby appointed as the initial “Paying Agent” hereunder and the Indenture Trustee hereby accepts such appointment. On or before the Business Day next preceding each Payment Date and Redemption Distribution Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under each Class of the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2 (a ) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Principal and Interest Account or retained in the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, Principal and Interest Account or retained in the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this SectionSection 3.3. On or before the second Business Day preceding each Payment Date and Redemption Date, the Issuer Indenture Trustee shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due on such Payment Date under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto. Subject to the prior consent of the Note Insurer, and (unless the any Paying Agent is shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee and the Note Insurer. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) shall promptly notify which is not, at the Indenture Trustee time of its action or failure so to actsuch appointment, a Designated Depository Institution. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.3, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, or deposited into the Note Distribution Collection Account and from the Capitalized Interest Account, the Supplemental Purchase Account or the Reserve Account Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes to Noteholders shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(b) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day immediately preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All (a) As provided in Section 9.02 of the Trust Agreement, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Spread Account and the Reserve Payahead Account shall 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, the Note Distribution Spread Account or and the Reserve Payahead Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date The Notes shall be non-recourse obligations of the Issuer and Redemption Date, shall be limited in right of payment to amounts available from the Pledged Assets and the Policy as provided in this Indenture and the Issuer shall deposit or cause to not otherwise be deposited in liable for payments on the Note Distribution Account an aggregate sum sufficient to pay the Notes. No Person shall be personally liable for any amounts then becoming due payable under the Notes. If any other provision of this Indenture conflicts or is deemed to conflict with the provisions of this paragraph, such sum to be held in trust for the benefit provisions of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) this paragraph shall promptly notify the Indenture Trustee of its action or failure so to actcontrol. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Insurer an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, Account or any other Trust Account pursuant to Sections 2.7 and 2.8 of the Note Distribution Account and the Reserve Account Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee Administrator or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes to Noteholders shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Administrator (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and shall promptly notify the Indenture Trustee and (unless the Paying Agent is the Indenture Trustee) shall promptly notify ), the Indenture Trustee Administrator, of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Administrator and the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 8.04 and 5.04(b), all payments of amounts due and payable with respect to any Senior Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account therefrom for payments of on Senior Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in into the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Senior Notes, and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or any failure so by the Issuer to acteffect such deposit. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agreesagrees to the extent relevant), subject to the provisions of this Section, that such Paying Agent willshall:

Money for Payments To Be Held in Trust. All As provided in Sections 8.04 and 5.04(b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account therefrom for payments of Notes [or any Swap Counterparty] shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in into the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes [or any Swap Agreement], and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or any failure so by the Issuer to acteffect such deposit. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agreesagrees to the extent relevant), subject to the provisions of this Section, that such Paying Agent willshall:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account pursuant to Section 8.02(c), (d), (e), (f) and the Reserve Account (g) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit allocate or cause to be deposited allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes [or the Interest Rate Swap Agreement] that are to be made from amounts withdrawn from the Collection Account[, the Swap Collateral Account], the Reserve Fund, or the Note Distribution Account pursuant to Section 8.02(b) and the Reserve Account 8.03 shall 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, the Note Distribution Account or the Reserve Account such accounts for payments of Notes [or the Swap Counterparty] shall be paid over to the Issuer except as provided in this Section. On or before the Business Day immediately preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes [and the Interest Rate Swap Agreement], such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2 (a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Principal and Interest Account or retained in the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, Principal and Interest Account or retained in the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this SectionSection 3.3. On or before the second Business Day preceding each Payment Date and Redemption Date, the Issuer Indenture Trustee shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due on such Payment Date under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto. Subject to the prior consent of the Note Insurer, and (unless the any Paying Agent is shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee and the Note Insurer. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) shall promptly notify which is not, at the Indenture Trustee time of its action or failure so to actsuch appointment, a Designated Depository Institution. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.3, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Insurer an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Sections 8.04 and 5.04(b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account shall 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, the Note Distribution Account or the Reserve Account therefrom for payments of on Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in into the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or any failure so by the Issuer to acteffect such deposit. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agreesagrees to the extent relevant), subject to the provisions of this Section, that such Paying Agent willshall:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.02(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. The Indenture Trustee is hereby appointed as the initial "Paying Agent" hereunder and the Indenture Trustee hereby accepts such appointment. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee Trustee, the Securities Insurer and the Swap Counterparty of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Interest Distribution Account, the Principal Distribution Account and the Reserve Account shall 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, the Note Interest Distribution Account, the Principal Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Interest Distribution Account and the Principal Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:the

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account Trust Accounts shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act; provided, that the amount deposited on any Redemption Date may be reduced by amounts transferred from the Reserve Account to the Collection Account pursuant to Section 5.06(e) of the Sale and Servicing Agreement. (2019-B Indenture) The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit allocate or cause to be deposited allocated in the Note Distribution Collection Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes or the Swap Agreement that are to be made from amounts withdrawn distributed from the Collection Account, Account or any other Trust Account pursuant to Section 2.7 and 2.8 of the Note Distribution Account and the Reserve Account Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes or the Swap Agreement shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes and the Swap Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes or under the Liquidity Note Agreement, that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.02 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes or under the Liquidity Note Agreement shall be paid over to the Issuer except as provided in this Section. The Indenture Trustee is hereby appointed as the initial “Paying Agent” hereunder and the Indenture Trustee hereby accepts such appointment. On or before the Business Day next preceding each Payment Date and Redemption Distribution Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under each Class of the NotesNotes and under the Liquidity Note Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account or any other Trust Account pursuant to Section 2.7, or deposited into the Collection Account from [the Capitalized Interest Account], the Supplemental Purchase Account, the Note Distribution Borrower Benefit Account, the Floor Income Rebate Account and or the Reserve Account Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve any other Trust Account for payments of Notes to Noteholders [or any Swap Counterparty] shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes [or any Swap Agreement], such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.03, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.03(b) shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this SectionIssuer. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account pursuant to Section 8.02(c), (d), (e) and the Reserve Account (g) shall be made on behalf of the Issuer Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer Issuing Entity except as provided in this Section. On or before each the Payment Determination Date and or two Business Days prior to the Redemption Date, as applicable, the Issuer Issuing Entity shall deposit allocate or cause to be deposited allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer Issuing Entity will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. Any Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account pursuant to Article VI of the Note Distribution Account Transfer and the Reserve Account Servicing Agreement shall be made on behalf of the Issuer by the Indenture Trustee Trustee, the Trust Administrator or by another Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account such account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Trust Administrator is hereby appointed the initial Paying Agent. Any successor Paying Agent shall be appointed by Issuer will Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person that would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. The Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes Notes, that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.02 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. The Indenture Trustee is hereby appointed as the initial "Paying Agent" hereunder and the Indenture Trustee hereby accepts such appointment. On or before the Business Day next preceding each Payment Date and Redemption Distribution Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under each Class of the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account shall 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, the Note Distribution Account or the Reserve Account distributed for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Quarterly Payment Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes of a Series that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Deposit Account and the Reserve Account for that Series pursuant to Section 8.02(c) shall 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, the Note Distribution Deposit Account or the Reserve Account for a Series for payments of Notes of that Series shall be paid over to the Issuer except as provided in this SectionSection and in the related Indenture Supplement. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit allocate or cause to be deposited allocated in the Note Distribution Deposit Account for each outstanding Series for distribution to the Noteholders of that Series an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes of such outstanding Series, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, or deposited into the Note Distribution Collection Account and from the Supplemental Purchase Account, the Add-On Consolidation Loan Account, the Capitalized Interest Account or the Reserve Account Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes to Noteholders shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As -------------------------------------- provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account or any other Trust Account pursuant to Section 2.7, or deposited into the Collection Account from the Capitalized Interest Account, the Note Distribution Supplemental Purchase Account, the Borrower Benefit Account, the Floor Income Rebate Account and or the Reserve Account Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement, shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve any other Trust Account for payments of Notes to Noteholders shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account shall 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, the Note Distribution Account or the Reserve Account distributed for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Quarterly Payment Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee and the Swap Counterparty of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account Trust Accounts shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. 15 (2020-C Indenture) On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act; provided, that the amount deposited on any Redemption Date may be reduced by amounts transferred from the Reserve Account to the Collection Account pursuant to Section 5.06(e) of the Sale and Servicing Agreement. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Note Account, pursuant to Article V of the Note Distribution Account Sale and the Reserve Account Servicing Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. The Issuer will cause each Paying Agent (other than the Indenture Trustee Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account or any other Trust Account pursuant to Section 2.7, or deposited into the Collection Account from the Capitalized Interest Account, the Note Distribution Supplemental Purchase Account, the Borrower Benefit Account, the Floor Income Rebate Account and or the Reserve Account Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve any other Trust Account for payments of Notes to Noteholders or any Swap Counterparty shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes or any Swap Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying AgentAgent (pursuant to the written instructions of the Servicer), and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Sectionthe Pooling and Servicing Agreement. On or before the Business Day immediately preceding each Payment Date and Redemption Date, upon written notice and instruction from the Issuer Servicer, the Indenture Trustee shall withdraw from the Collection Account and deposit or cause to be deposited in the Note Distribution Account Account, to the extent available, an aggregate sum sufficient to pay the amounts then becoming due under the Notesdue, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure to so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure to so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account pursuant to Section 8.02(c), (d) and the Reserve Account (e) shall be made on behalf of the Issuer Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer Issuing Entity except as provided in this Section. On or before each the Payment Determination Date and or the Business Day prior to the Redemption Date, as applicable, the Issuer Issuing Entity shall deposit allocate or cause to be deposited allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer Issuing Entity will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02 shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Monthly Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent willshall:

Money for 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 Collection Account, the Note Distribution Account and the Reserve Account Trust Accounts shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. 16 (2021-C Indenture) On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act; provided, that the amount deposited on any Redemption Date may be reduced by amounts transferred from the Reserve Account to the Collection Account pursuant to Section 5.06(e) of the Sale and Servicing Agreement. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit allocate or cause to be deposited allocated in the Note Distribution Collection Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account pursuant to Section 8.02[(c), (d), (e) and the Reserve Account (g)] shall be made on behalf of the Issuer Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer Issuing Entity except as provided in this Section. On or before each the Payment Determination Date and or the Business Day prior to the Redemption Date, as applicable, the Issuer Issuing Entity shall deposit allocate or cause to be deposited allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer Issuing Entity will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the applicable sub-account of the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account pursuant to Section 8.02(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the applicable sub-account of the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes Group I or Group II Notes, as applicable, shall be paid over to the Issuer except as provided in this Section. The Indenture Trustee is hereby appointed as the initial "Paying Agent" hereunder and the Indenture Trustee hereby accepts such appointment. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under each Class of the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee Trustee, the Securities Insurer and the Swap Counterparty of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made remitted from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, the Note Distribution Account or the Reserve Account for payments of on the Notes shall be paid over to the Issuer. The Issuer except hereby initially appoints the Indenture Trustee to serve as Paying Agent with respect to the Notes and in accordance with Section 3.9 of the Trust Agreement, and the Indenture Trustee hereby accepts and acknowledges such appointment. Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in this SectionSection 6.11 hereof. On or before each Payment Date and Redemption Date, the The Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the not appoint any Paying Agent is (other than the Indenture Trustee) shall promptly notify which is not, at the Indenture Trustee time of its action or failure so such appointment, reasonably satisfactory to actthe Depositor. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.3, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.2 shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this SectionSection and Section 2.11 of the Sale and Servicing Agreement. On or before each Payment Date and Redemption Date, the Issuer shall deposit deposit, or cause the Servicer to be deposited deposit, in the Note Distribution Collection Account to the extent of Available Amounts, an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes as and to the extent required by Section 2.11 of the Sale and Servicing Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, and shall promptly notify in writing the Facility Administrator and the Indenture Trustee (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, if any, to execute and deliver to the Facility Administrator and the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02(c) shall 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, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit allocate or cause to be deposited allocated in the Note Distribution Account for distribution to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer Owner Trustee by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account, Account and the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer Owner Trustee except as provided in this Section. On or before each Payment Date and Redemption Date, the Issuer Owner Trustee shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer Owner Trustee will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2 (a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Principal and Interest Account or retained in the Note Distribution Account and the Reserve Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another the Paying Agent, and no amounts so withdrawn from the Collection Account, Principal and Interest Account or retained in the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the second Business Day preceding each Payment Date and Redemption Date, the Issuer Indenture Trustee shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due on such Payment Date under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto. Subject to the prior consent of the Note Insurer, and (unless the any Paying Agent is shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee and the Note Insurer. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) shall promptly notify which is not, at the Indenture Trustee time of its action or failure so to actsuch appointment, a Designated Depository Institution. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, the Note Principal Distribution Account and the Reserve Account shall 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, the Note Principal Distribution Account or the Reserve Account for payments payment of the Notes shall be paid over to the Issuer except as provided in this Section. On or before 11:00 a.m., New York City time, on each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in into the Note Distribution Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes and other Persons entitled to payment on each Payment Date, and the Paying Agent shall hold such sum to be held sums in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent (other than the Indenture Trustee Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, the Note Distribution Account and the Reserve or any other Trust Account shall 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, the Note Distribution Account or the Reserve Account distributed for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Quarterly Payment Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn distributed from the Collection Account, or deposited into the Note Distribution Collection Account and from the Capitalized Interest Account, the Supplemental Purchase Account, the Borrower Benefit Account, the Add-On Consolidation Loan Account or the Reserve Account Account, pursuant to Sections 2.7, and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn distributed from the Collection Account, the Note Distribution Account or the Reserve Account for payments of Notes to Noteholders shall be paid over to the Issuer except as provided in this Section. On or before the Business Day next preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit distribute or cause to be deposited in distributed to the Note Distribution Account Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for 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 Collection Account, Account and the Note Distribution Account and the Reserve Account pursuant to Section 8.02 shall 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, Account and the Note Principal Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before each Monthly Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Principal Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent willshall:

Money for Payments To Be Held in Trust. All As provided in Section 8.2, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, the Note Distribution Account and the Reserve Account pursuant to Section 8.2 shall 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, the Note Distribution Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this SectionSection and Section 2.11 of the Sale and Servicing Agreement. On or before each Payment Date and Redemption Date, the Issuer shall deposit or cause the Servicer to be deposited deposit in the Note Distribution Collection Account to the extent of Available Amounts, an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes as and to the extent required by Section 2.11 of the Sale and Servicing Agreement, such sum to be held in trust for the benefit of the Persons entitled thereto, and shall promptly notify in writing the Facility Administrator and the Indenture Trustee (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee Trustee, if any, to execute and deliver to the Facility Administrator and the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account, Payment Account pursuant to Article V of the Note Distribution Account Transfer and the Reserve Account Servicing Agreement shall 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, the Note Distribution Account or the Reserve Account such accounts for payments of Notes shall be paid over to the Issuer except as provided in this SectionSection 3.03. On or before the third Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Payment Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. Any Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee and the Insurers. Any Paying Agent appointed by the Issuer shall be a Person that would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer will shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. The Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Insurers an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will:

Money for Payments To Be Held in Trust. All As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes [or the Interest Rate [Swap][Cap] Agreement] that are to be made from amounts withdrawn from the Collection Account[, the [Swap][Cap] Collateral Account], the Reserve Fund[, the Risk Retention Reserve Account], or the Note Distribution Account pursuant to Section 8.02(b) and the Reserve Account 8.03 shall 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, the Note Distribution Account or the Reserve Account such accounts for payments of Notes [or the [Swap][Cap] Counterparty] shall be paid over to the Issuer except as provided in this Section. On or before 2:00 p.m., New York, New York time, the Business Day immediately preceding each Payment Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the NotesNotes [and the Interest Rate [Swap][Cap] Agreement], such sum to be held in trust for the benefit of the Persons entitled thereto, thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will: