Common use of Book-Entry Certificates Clause in Contracts

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the (a) Each Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the Book-Entry Certificates, except as provided in Section 6.093.09(c). Unless and until definitive, fully registered Definitive Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders Certificate Owners of Book-Entry Certificates pursuant to Section 6.09:3.09(c): (ai) the provisions of this Section 6.07 3.09 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Certificate Registrar, the Securities Administrator, the Paying Agent and the Trust Administrator may Trustee shall deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Book-Entry Certificates) as the sole Holder authorized representatives of the Certificate Owners and the Clearing Agency and shall be responsible for crediting the amount of such Certificatesdistributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures; (ciii) to the extent that the provisions of this Section 6.07 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 3.09 shall control; and (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.093.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of . (b) Whenever notice or other communication to the Certificateholders is required under this Agreement requiring Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Securities Administrator or permitting actions with the consent ofTrustee, or at as the direction ofcase may be, shall give all such notices and communications specified herein to be given to Holders of the Book-Entry Certificates evidencing a specified percentage of to the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by Clearing Agency. (c) If (i) (A) the Clearing Agency at or the direction of Beneficial Holders owning such Certificates evidencing Depositor advises the requisite percentage of principal amount of such Certificates. The Paying Agent in writing that the Clearing Agency may take conflicting actions is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor satisfactory to the Depositor and the Paying Agent or (ii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates advise the Paying Agent and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of a Class of Book-Entry Certificates (each such event, a “Book-Entry Termination”), the Certificate Registrar shall notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Certificate Registrar shall issue the Definitive Certificates. None of the Depositor, the Certificate Registrar, the Securities Administrator, the Paying Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Certificate Registrar, to the extent that applicable, with respect to such actions are taken on behalf Definitive Certificates and the Certificate Registrar shall recognize the holders of the Beneficial HoldersDefinitive Certificates as Certificateholders hereunder.

Book-Entry Certificates. Notwithstanding the foregoing, the (i) Each Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, or its custodian, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the Book-Entry Certificates, except as provided in Section 6.093.09(c). Unless and until definitive, fully registered Definitive Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders Certificate Owners of Book-Entry Certificates pursuant to Section 6.09:3.09(c): (aii) the provisions of this Section 6.07 3.09 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (biii) the Depositor Depositor, the Master Servicer, the Paying Agent, the Certificate Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Book-Entry Certificates) as the sole Holder authorized representatives of the Certificate Owners and the Clearing Agency shall be responsible for crediting the amount of such Certificatesdistributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures; (civ) to the extent that the provisions of this Section 6.07 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 3.09 shall control; and (dv) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.093.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Book- Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, Depository by or on behalf of, of the Depositor. The Book-Entry Such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner of such Certificates will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the such Certificates, except as provided in Section 6.096.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders Certificate Owners of such Certificates pursuant to Section 6.096.08: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor and the Trust Securities Administrator may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representative of the respective Certificate Owners of such Certificates; (c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; andanother Depository; (d) the rights of the Beneficial Holders respective Certificate Owners of the Book-Entry such Certificates shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Beneficial Holders Certificates and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.08, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Depository Participants; (e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and (g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at Depository and the direction of Beneficial Holders Depository Participants) owning such Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry CertificatesEach Certificate, upon original issuance, shall be issued in the form of one a typewritten certificate or more typewritten Certificates certificates representing the Book-Entry Certificates, to which shall be delivered to DTC, the initial Clearing Agency, by, or deposited on behalf of, of the Depositor. The purchasers of the Certificates represented by such Book-Entry Certificates shall initially be Certificate with the Depository or the Certificate Registrar, as custodian for the Depository, and registered on the Certificate Register in the name of the Depository or a nominee thereof (initially, such nominee to be Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will ). No Owner shall receive a definitive certificate Definitive Certificate representing such Beneficial HolderOwner’s interest in the Certificatessuch Certificate, except as provided in Section 6.093.11. Unless and until definitive, fully registered Definitive Certificates (“Definitive Certificates”) with respect to such Certificates have been issued to the Beneficial Holders such Owners pursuant to Section 6.093.11, with respect to such Certificates: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Certificate Registrar, the Paying Agent and the Trust Administrator may Owner Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes with respect to the Book-Entry Certificates of this Agreement (including the making payment of distributions principal of and interest on such CertificatesCertificates and the giving of instructions or directions hereunder) as the sole Holder of such CertificatesCertificateholder and shall have no obligation to the related Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (d) the rights of the Beneficial Holders of the Book-Entry Certificates Owners shall be exercised only through the Clearing Agency and the Participants Depository and shall be limited to those established by law Applicable Law and agreements between such Beneficial Holders Owners and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, and unless and until Definitive Certificates are issued pursuant to Section 6.093.11, the initial Clearing Agency will Depository shall make book-entry transfers among between the Depository Participants and receive and transmit distributions payments of principal of and interest on the related Book-Entry Certificates such Notes to such Depository Participants. For purposes of any provision of , pursuant to the Depository Agreement; and (e) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates Certificateholders evidencing a specified Percentage Interest, the Depository shall be deemed to represent such percentage when it has delivered such instructions to the Owner Trustee and the Certificate Registrar; the Owner Trustee and Certificate Registrar may fully rely on such instructions and it shall be the duty of the aggregate unpaid principal amount of Depository to ensure that it has received written instructions to such Certificateseffect from Owners and/or Depository Participants owning or representing, respectively, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holdersrequired Percentage Interest.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form form, of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding (a) The Book-Entry Certificates will be represented initially by one or more certificates registered in the foregoingname of CEDE & Co., as nominee of the Clearing Agency. OMI, the Servicer and the Trustee may for all intents and purposes (including the making of payments on the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights authorized representative of the Beneficial Holders Owners of the Book-Entry Certificates shall be exercised only through for as long as those Certificates are registered in the name of the Clearing Agency and Agency. The rights of Beneficial Owners of the Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Beneficial Holders Owners and the Clearing Agency and/or the and Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders The Beneficial Owners of the Book-Entry Certificates evidencing shall not be entitled to certificates for the Book-Entry Certificates as to which they are the Beneficial Owners, except as provided in subsection (c) below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of OMI, the Servicer and the Trustee, a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent Book-Entry Certificate may not be given transferred by the Clearing Agency at except to another Clearing Agency that agrees to hold the direction Book-Entry Certificate for the account of the respective Clearing Agency Participants and Beneficial Owners. (b) Neither OMI, the Servicer nor the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Holders owning Owners of the Book-Entry Certificates held by the Clearing Agency, for monitoring or restricting any transfer of beneficial ownership in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. (c) The Book-Entry Certificates evidencing will be issued in fully-registered, certificated form to Beneficial Owners of Book-Entry Certificates or their nominees, rather than to the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions or its nominee, only if (1) OMI advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates and OMI is unable to locate a qualified successor within 30 days or (2) OMI, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either such event, the Trustee shall notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Certificates through Clearing Agency Participants, of the availability of certificated Certificates. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Certificates and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Certificates as certificated Certificates to the extent that such actions are taken on behalf Beneficial Owners identified in writing by the Clearing Agency. Such certificated Certificates shall not constitute Book-Entry Certificates. All reasonable costs associated with the preparation and delivery of the Beneficial Holderscertificated Certificates shall be borne by OMI.

Book-Entry Certificates. Notwithstanding (a) Unless otherwise provided in the foregoingapplicable Series Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in fully registered form, in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the DepositorSellers. The Book-Entry Investor Certificates shall initially be registered on in the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, or any successor nominee designated by The Depository Trust Company or any successor Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the Investor Certificates, except as provided in Section 6.096.02(c). Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders beneficial owners of the Investor Certificates pursuant to Section 6.09:6.02(c): (ai) the provisions of this Section 6.07 6.02(a) shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) any Seller, the Depositor Master Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.02(a) conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.02(a) shall control; and (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.02(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement or any applicable Series Supplement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount Class Invested Amount of such Certificatesany Class, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants). (b) Whenever notice or other communication is required to be given to Investor Certificateholders of any Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners pursuant to Section 6.02(c), the Trustee shall give all such notices and communications specified herein to be given to such Investor Certificateholders to the Clearing Agency. (c) If, with respect to any Series the Investor Certificates of which are originally issued in the form of Book-Entry Certificates: (i) (A) the Master Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor, (ii) the Master Servicer, at its option, advises the direction Trustee in writing that it elects to terminate the book-entry system with respect to such Series through the Clearing Agency, or (iii) after the occurrence of Beneficial Holders owning such Certificates evidencing a Master Servicer Termination Event, Certificate Owners representing beneficial interests aggregating not less than 51% of the requisite percentage Invested Amount of principal amount any Class of such Certificates. The Series advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, then the Trustee shall notify all Certificate Owners of each Class of such Series upon the occurrence of an event described in clauses (i) and (ii) above or all Certificate Owners of the applicable Class upon the occurrence of the event described in clause (iii) above, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class of such Series requesting the same. Upon surrender to the Trustee of the applicable Investor Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for the applicable Class. Neither any Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may take conflicting actions conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency with respect to the Book-Entry applicable Class of the applicable Series of Investor Certificates shall be deemed to be imposed upon and performed by the Trustee, to the extent that applicable with respect to such actions are taken on behalf Definitive Certificates, and the Trustee shall recognize the Holders of the Beneficial Holderssuch Definitive Certificates as Certificateholders hereunder.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in ----------------------- any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, by, by or on behalf of, the Depositorof such ---------- Series. The Book-Entry Investor Certificates of each Series shall unless otherwise provided in the related Supplement initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.13. Unless and until definitive, fully registered ------------ Investor Certificates of any Series (“"Definitive Certificates”") have been issued ----------------------- to the Beneficial Holders Certificate Owners pursuant to Section 6.09:6.13: ------------ (ai) the provisions provision of this Section 6.07 6.11 shall be in full force and ------------ effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Seller, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.11 conflict ------------ with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and------- (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Certificates each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.13, the initial Clearing Agency ------------ will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, of the DepositorTransferors. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate owner will receive a definitive certificate representing such Beneficial Holder’s Certificate owner's interest in the Investor Certificates, except as provided in Section 6.096.13 of the Agreement. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.13 of the Agreement: (ai) the provisions provision of this Section 6.07 6.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.11 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.13 of the Agreement, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount Invested Amount of such Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Investor Certificates.

Book-Entry Certificates. Notwithstanding (a) The Book-Entry Certificates will be represented initially by one or more certificates registered in the foregoingname of CEDE & Co., as nominee of the Clearing Agency. The Company, the Servicer and the Trustee may for all intents and purposes (including the making of payments on the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights authorized representative of the Beneficial Holders Owners of the Book-Entry Certificates shall be exercised only through for as long as those Certificates are registered in the name of the Clearing Agency and Agency. The rights of Beneficial Owners of the Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Beneficial Holders Owners and the Clearing Agency and/or the and Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders The Beneficial Owners of the Book-Entry Certificates evidencing a specified percentage shall not be entitled to certificates for the Book-Entry Certificates as to which they are the Beneficial Owners, except as provided in subsection (c) below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the aggregate unpaid principal amount of such CertificatesCompany, such direction or consent the Servicer and the Trustee, a Book-Entry Certificate may not be given transferred by the Clearing Agency at except to another Clearing Agency that agrees to hold the direction Book-Entry Certificate for the account of the respective Clearing Agency Participants and Beneficial Owners. (b) Neither the Company, the Servicer nor the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Holders owning Owners of the Book-Entry Certificates held by the Clearing Agency, for monitoring or restricting any transfer of beneficial ownership in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. (c) The Book-Entry Certificates evidencing will be issued in fully-registered, certificated form to Beneficial Owners of Book-Entry Certificates or their nominees, rather than to the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions or its nominee, only if (1) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates and the Company is unable to locate a qualified successor within 30 days or (2) the Company, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either such event, the Trustee shall notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Certificates through Clearing Agency Participants, of the availability of certificated Certificates. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Certificates and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Certificates as certificated Certificates to the extent that such actions are taken on behalf Beneficial Owners identified in writing by the Clearing Agency. Such certificated Certificates shall not constitute Book-Entry Certificates. All reasonable costs associated with the preparation and delivery of certificated Certificates shall be borne by the Beneficial HoldersCompany.

Book-Entry Certificates. Notwithstanding the foregoing, the (a) Each class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Book-Entry Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Definitive Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (ai) the provisions of this Section 6.07 shall be in full force and effect with respect to the such Book-Entry Certificates; (bii) the Depositor Seller and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the such Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (div) the rights of the Beneficial Holders of the such Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-book- entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. ; and (v) any transferee of a beneficial interest in a Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit H hereto and if any purported transferee shall become a registered Holder of a Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such Restricted Certificate. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the each Class of such Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the each Class of such Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding If and to the foregoingextent provided in ----------------------- any Supplement, the Book-Entry CertificatesInvestor Certificates of any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Investor Certificates of such Series represented by Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner with respect to such Book-Entry Certificates will receive a definitive certificate Definitive Certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitivecertificated, fully ------------ registered Investor Certificates (“the "Definitive Certificates”") have been ----------------------- issued to the Beneficial Holders Certificate Owners pursuant to Section 6.09:6.12: ------------ (ai) the provisions provision of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificates------------ effect; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict ------------ with any other provisions of this Agreement, the provisions of this Section 6.07 ------- 6.10 shall control; andand ---- (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers trnsfers ------------ among the Clearing Agency Participants and receive recieve and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in ----------------------- any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing ---------- Agency, by, by or on behalf of, the Depositorof such Series. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency or Foreign Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates of any Series (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners ----------------------- pursuant to Section 6.09:6.12; (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Certificates each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding Unless the foregoingHolder thereof requests that Class A Certificates be delivered in definitive, fully registered form ("DEFINITIVE CERTIFICATES"), the Book-Entry Class A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCthe Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the DepositorTrust. The Book-Entry Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with With respect to the Book-Entry Certificates: (1) the provisions of this Section shall be in full force and effect; (b2) the Depositor Depositor, the Servicer, the Certificate Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Book-Entry Certificates) as the sole Holder of such CertificatesBook-Entry Certificates and shall have no obligation to the related Certificate Owner; (c3) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (d4) the rights of the Beneficial Holders of the Book-Entry Certificates such Certificate Owners shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Participants. Pursuant Clearing Agency Participants pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the . The initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (5) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesCertificate Balance, such direction or consent may be given by the Clearing Agency at shall be deemed to represent such percentage only to the direction of Beneficial Holders extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such Certificates evidencing the requisite required percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the beneficial interest in the Book-Entry Certificates and has delivered such instructions in writing to the extent that such actions are taken on behalf Trustee. Neither the Trustee nor the Certificate Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Certificate an interest in which is transferable through the facilities of the Beneficial HoldersDepository.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any ----------------------- related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depositary specified in such Supplement (the "Depositary") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositorof such 6-12 Series. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency or Foreign Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates of any Series (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Investor Certificates of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementDepositary Agreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co.Cede, the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.13: (ai) the provisions provision of this Section 6.07 6.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.11 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount Investor Amount of such Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Investor Certificates.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related ----------------------- Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Depository specified in such Supplement which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book- Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.095.14. Unless and until definitive, fully registered Investor ------------ Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Investor ----------------------- Certificateholders pursuant to Section 6.09:5.14 or the related Supplement: ------------ (a) the provisions of this Section 6.07 5.12 shall be in full force ------------ and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Master Servicer (or the Servicer Guarantor on behalf of the Master Servicer) and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.12 ------------ conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.12 shall control; andand ------------ (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on amounts due in respect of the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersTrustee receive a Tax Opinion.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Publicly Offered Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Publicly Offered Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Offered Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Certificates) as the sole Holder of such CertificatesOffered Certificateholder; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Publicly Offered Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Publicly Offered Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Publicly Offered Certificates to such Participants. 106 For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Publicly Offered Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Publicly Offered Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Publicly Offered Certificates evidencing the requisite percentage of principal amount of such Publicly Offered Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Offered Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTrust. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificateholder will receive a definitive certificate Definitive Certificate (as defined below) representing such Beneficial Holder’s Certificateholder's interest in the Certificates, except as provided in Section 6.094.10. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificateholder pursuant to Section 6.094.10.: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor and the Trust Administrator Owner Trustee may deal with the Clearing Agency and the Clearing Agency Participant for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such in respect of the Certificates) as the sole Holder authorized representatives of such Certificatesthe respective Certificateholders; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificateholders shall be exercised only through the Clearing Agency and the Participants Clearing Agency participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificateholders and the Clearing Agency and/or the Participants. Pursuant Clearing Agency Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.094.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal principle and interest and any other amounts on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (e) whenever this Agreement requiring agreement requires or permitting permits actions to be taken with the consent of, or at the direction of, Holders of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Outstanding Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificateholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in the principal amount of Certificates and has delivered instructions to the Owner Trustee.

Book-Entry Certificates. Notwithstanding The Regular Certificates (other than the foregoing, the Book-Entry Class CE Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, Depository by or on behalf of, of the Depositor. The Book-Entry Such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner of such Certificates will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the such Certificates, except as provided in Section 6.096.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners of such Certificates pursuant to Section 6.096.08: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representative of the respective Certificate Owners of such Certificates; (c) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; andanother Depository; (d) the rights of the Beneficial Holders respective Certificate Owners of the Book-Entry such Certificates shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Beneficial Holders Certificates and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.08, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.;

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form form, of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding Unless the foregoingHolder thereof requests that Class A Certificates be delivered in definitive, fully registered form ("Definitive Certificates"), the Book-Entry Class A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCthe Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the DepositorTrust. The Book-Entry Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with With respect to the Book-Entry Certificates: (1) the provisions of this Section shall be in full force and effect; (b2) the Depositor Depositor, the Servicer, the Certificate Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Book-Entry Certificates) as the sole Holder of such CertificatesBook-Entry Certificates and shall have no obligation to the related Certificate Owner; (c3) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (d4) the rights of the Beneficial Holders of the Book-Entry Certificates such Certificate Owners shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Participants. Pursuant Clearing Agency Participants pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the . The initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (5) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesCertificate Balance, such direction or consent may be given by the Clearing Agency at shall be deemed to represent such percentage only to the direction of Beneficial Holders extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such Certificates evidencing the requisite required percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the beneficial interest in the Book-Entry Certificates and has delivered such instructions in writing to the extent that such actions are taken on behalf Trustee. Neither the Trustee nor the Certificate Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Certificate an interest in which is transferable through the facilities of the Beneficial HoldersDepository.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Certificates, upon original issuanceissuance (except for the Residual Certificate), shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Certificates, except as provided in Section 6.096.10. Unless and until definitive, fully registered Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.09:6.10; (ai) the provisions of this Section 6.07 6.8 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer, the Certificate Registrar, and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Certificates) as the sole Holder authorized representative of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.8 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesClass A Principal Balance or Class B Principal Balance, such direction or consent as the case may be given by be, the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Certificates and has delivered such instructions to the Trustee. (vi) each such Certificate registered in the name of the Depository's nominee and shall bear the following legend: "Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein."

Book-Entry Certificates. Notwithstanding The Regular Certificates (other than the foregoing, the BookGroup I Non-Entry Offered Certificates and Group II Non-Offered Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, Depository or its agent by or on behalf of, of the Depositor. The Book-Entry Such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner of such Certificates will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the such Certificates, except as 115 provided in Section 6.096.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners of such Certificates pursuant to Section 6.096.08: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Depositor, the Securities Administrator, the Certificate Registrar and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representative of the respective Certificate Owners of such Certificates; (c) registration of the Book-Entry Certificates may not be transferred by the Certificate Registrar except to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; andanother Depository; (d) the rights of the Beneficial Holders respective Certificate Owners of the Book-Entry such Certificates shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Beneficial Holders Certificates and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.08, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.;

Book-Entry Certificates. Notwithstanding the foregoing, each class of the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor Seller and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of each Class of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.]

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Certificates, upon original ----------------------- issuance, shall be issued in the form of one or more typewritten Certificates for each Class representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTrust. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificateholder will receive a definitive certificate Definitive Certificate (as defined below) representing such Beneficial Holder’s Certificateholder's interest in the Certificates, except as provided in Section 6.094.10. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificateholder pursuant to Section 6.094.10.: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participant for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such in respect of the Certificates) as the sole Holder authorized representatives of such Certificatesthe respective Certificateholders; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificateholders shall be exercised only through the Clearing Agency and the Participants Clearing Agency participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificateholders and the Clearing Agency and/or the Participants. Pursuant Clearing Agency Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.094.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal principle and interest and any other amounts on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (e) whenever this Agreement requiring agreement requires or permitting permits actions to be taken with the consent of, or at the direction of, Holders of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount or notional amount, as the case may be, of such CertificatesOutstanding Certificates of any Class, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificateholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in the principal amount or notional amount, as the case may be, of the applicable Class of Certificates and has delivered instructions to the Trustee.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.. 109

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall The Class A and Class B Certificates may be issued in the form of one or more typewritten book-entry Global Certificates representing (the "Book-Entry Certificates"), to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorSeller to the initial Depository (the "Depository"), which, unless otherwise specified in this Agreement, shall be The Depository Trust Company. The Book-Entry In such case, the Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository, and no Beneficial Holder Certificateholder will receive a definitive certificate representing such Beneficial Holder’s Certificateholder's interest in the Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders such Certificateholders pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer, the Certificate Registrar and Transfer Agent and the Trust Administrator Trustee may deal with the Clearing Agency Depository for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder holder of such CertificatesCertificates and shall have no obligation to the related Certificateholder; (ciii) to the extent that the provisions of Section 6.09 or this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates such Certificateholders shall be exercised only through the Clearing Agency and the Participants Depository and shall be limited to those established by law and agreements between such Beneficial Holders Certificateholders and the Clearing Agency and/or the ParticipantsDepository. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry such Certificates to such Depository Participants. For purposes ; and (v) whenever the Agreement requires or permits actions to be taken based upon instructions or directions of any provision holders of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage Percentage of the aggregate unpaid principal amount of Certificate Principal Balance, the Depository shall be deemed to represent such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates Percentage only to the extent that it has received instructions to such actions are taken on behalf effect from Certificateholders and/or Depository participants owning or representing, respectively, such required Percentage of the Beneficial Holdersbeneficial interest in such Certificates and has delivered such instructions to the Trustee.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any ----------------------- related Supplement, the Book-Entry Certificates, Investor Certificates of any Series upon original issuance, shall be issued in the form of a one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing AgencyAgency specified in the Supplement for such Series, by, or on behalf of, the DepositorSeller. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.11. Unless and until definitive, fully registered Investor Certificates of any Series (“the "Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09Certificate Owners: (ai) the provisions of this Section 6.07 6.9 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) Seller, the Depositor Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the related Clearing Agency and the related Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such CertificatesCertificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.9 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.9 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Certificates each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates are issued pursuant to Section 6.096.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in ----------------------- the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing AgencyDepository, by, or on behalf of, the DepositorSeller. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been ----------------------- issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.10 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Seller, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at Depository and the direction of Beneficial Holders Depository Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any ----------------------- related Supplement, the Book-Entry Certificates, Investor Certificates of any Series upon original issuance, shall be issued in the form of a one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing AgencyAgency specified in the Supplement for such Series, by, or on behalf of, the DepositorSeller. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.11. Unless and until definitive, fully registered ------------ Investor Certificates of any Series (“the "Definitive Certificates”") have ----------------------- been issued to the Beneficial Holders pursuant to Section 6.09Certificate Owners: (ai) the provisions of this Section 6.07 6.9 shall be in full force and ----------- effect with respect to the Book-Entry Certificateseach such Series; (bii) Seller, the Depositor Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the related Clearing Agency and the related Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such CertificatesCertificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.9 ----------- conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.9 shall controlcontrol with respect to each such Series; ----------- and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Certificates each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates are issued pursuant to Section 6.096.11, the ------------ initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Depository specified in such Supplement which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s interest in the Investor Certificates, except as provided in Section 6.095.14. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders Investor Certificateholders pursuant to Section 6.095.14 or the related Supplement: (a) the provisions of this Section 6.07 5.12 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Master Servicer (or the Servicer Guarantor on behalf of the Master Servicer) and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.12 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.12 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on amounts due in respect of the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersTrustee receive a Tax Opinion.

Book-Entry Certificates. Notwithstanding the foregoingIf provided in any Supplement, the Book-Entry CertificatesInvestor Certificates of any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates of such Series shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTCThe Depository Trust Company, as which shall be the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners in respect of a particular Series pursuant to Section 6.096.12 or the related Supplement: (ai) the provisions of this Section 6.07 shall be in full force and effect with respect to Transferor, the Book-Entry Certificates; (b) the Depositor Servicer, and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such CertificatesCertificate Owners; (cii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (diii) the rights of the Beneficial Holders of the Book-Entry Certificates such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09a depository agreement, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. (iv) Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Transferor and the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersTrustee receive a Tax Opinion.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form form, of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-book- entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Depository specified in such Supplement which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders Investor Certificateholders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersTrustee receive a Tax Opinion.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in ----------------------- any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.13 of the Agreement. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.13 of the Agreement: (ai) the provisions provision of this Section 6.07 6.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.11 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.13 of the Agreement, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount Invested Amount of such Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Investor Certificates.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no 126 Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the (a) Each class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Book-Entry Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Definitive Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (ai) the provisions of this Section 6.07 shall be in full force and effect with respect to the such Book-Entry Certificates; (bii) the Depositor Seller and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the such Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (div) the rights of the Beneficial Holders of the such Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. ; and (v) any transferee of a beneficial interest in a Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit H hereto and if any purported transferee shall become a registered Holder of a Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such Restricted Certificate. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the each Class of such Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the each Class of such Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding (a) Unless otherwise provided in the foregoingapplicable Series Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in fully registered form, in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the DepositorSellers. The Book-Entry Investor Certificates shall initially be registered on in the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, or any successor nominee designated by The Depository Trust Company or any successor Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the Investor Certificates, except as provided in Section 6.096.02(c). Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders beneficial owners of the Investor Certificates pursuant to Section 6.09:6.02(c): (ai) the provisions of this Section 6.07 6.02(a) shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) any Seller, the Depositor Master Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.02 (a) conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.02(a) shall control; and (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.02(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of [Cede & Co.], the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Certificates, upon original issuanceissuance (except for the Residual Certificate), shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Certificates, except as provided in Section 6.096.10. Unless and until definitive, fully registered Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.09:6.10; (ai) the provisions of this Section 6.07 6.8 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer, the Certificate Registrar, and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Certificates) as the sole Holder authorized representative of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.8 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesClass A Principal Balance or Class B Principal Balance, such direction or consent as the case may be given by be, the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Certificates and has delivered such instructions to the Trustee.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding Unless otherwise speci- fied in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by the Clearing Agency at the direction Holders of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to only through the extent that Depositary with which such actions are taken on behalf of the Beneficial HoldersCertificates have been deposited.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositorof such Series. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency or Foreign Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12 or in the respective Supplement. Unless and until definitive, fully registered Investor Certificates of any Series (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6. 10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Transferor, the Master Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Certificates each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten or word-processing system produced Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, which shall be the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.13: (ai) the provisions provision of this Section 6.07 6.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners, and, absent gross negligence or willful misconduct on its part, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee shall have no responsibility or liability for any aspect of the records pertaining to, or the making of any distribution to, the Clearing Agency Participants or the Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.11 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount Invested Amount of such Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Investor Certificates.

Book-Entry Certificates. Notwithstanding the foregoing, each class of the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of each Class of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding The Regular Certificates (other than the foregoing, the BookClass B-Entry IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, Depository by or on behalf of, of the Depositor. The Book-Entry Such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner of such Certificates will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the such Certificates, except as provided in Section 6.097.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders Certificate Owners of such Certificates pursuant to Section 6.097.08: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor and the Trust Securities Administrator may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representative of the respective Certificate Owners of such Certificates; (c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; andanother Depository; (d) the rights of the Beneficial Holders respective Certificate Owners of the Book-Entry such Certificates shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Beneficial Holders Certificates and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.097.08, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.;

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "DEPOSITORY") which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”"DEFINITIVE CERTIFICATES") have been issued to the Beneficial Holders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes Notwithstanding the foregoing, no Class or Series of any provision of this Agreement requiring or permitting actions with the consent ofInvestor Certificates may be issued as Book Entry Certificates (but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such Certificates, such direction Class or consent may be given by Series the Clearing Agency at Company and the direction Trustee receive an opinion of Beneficial Holders owning such independent counsel that the Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersClass or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depositary specified in such Supplement (the "Depositary") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositorof such Series. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency or Foreign Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates of any Series (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Investor Certificates of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementDepositary Agreement appli- 97 103 cable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Class A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Class A Certificates delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Class A Certificates, except as provided in Section 6.096.10. Unless and until definitive, fully registered Class A Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.10: (ai) the provisions of this Section 6.07 6.8 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer, the Certificate Registrar, and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Class A Certificates) as the sole Holder authorized representative of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.8 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Class A Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesClass A Principal Balance, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Class A Certificates and has delivered such instructions to the Trustee.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Trust Administrator as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.094.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.094.09: (a) the provisions of this Section 6.07 4.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 4.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 4.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.094.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in ----------------------- the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing AgencyDepository, by, or on behalf of, the Depositor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.10 hereof. Unless and until definitive, fully registered Investor Certificates (“"Definitive ---------- Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to ------------ Section 6.096.10 hereof or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 6.08 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Depositor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 6.08 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.08 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10 hereof, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at Depository and the direction of Beneficial Holders Depository Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.. 108

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Depository specified in such Supplement which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.09SECTION 5.13. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”"DEFINITIVE CERTIFICATES") have been issued to the Beneficial Holders Investor Certificateholders pursuant to Section 6.09SECTION 5.13 or the related Supplement: (a) the provisions of this Section 6.07 SECTION 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 SECTION 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 SECTION 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersTrustee receive a Tax Opinion.

Book-Entry Certificates. Notwithstanding If and to the foregoingextent provided in any ----------------------- Supplement, the Book-Entry CertificatesInvestor Certificates of any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Investor Certificates of such Series represented by Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner with respect to such Book-Entry Certificates will receive a definitive certificate Definitive Certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitivecertificated, fully ------------ registered Investor Certificates (“the "Definitive Certificates”") have been ----------------------- issued to the Beneficial Holders Certificate Owners pursuant to Section 6.09:6.12: ------------ (ai) the provisions provision of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificates------------ effect; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict ------------ with any other provisions of this Agreement, the provisions of this Section 6.07 ------- 6.10 shall control; andand ---- (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.09------- 6.12, the initial Clearing Agency will make book-entry transfers among the ---- Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial 83 Pooling Agreement Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Investor Certificateholders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction Trustee receive an opinion of Beneficial Holders owning such independent counsel that the Investor Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersClass or Series will be treated as indebtedness for United States federal income tax purposes.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTCthe Depository specified in such Supplement, which shall be the initial Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.095.13 hereof. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Investor Certificateholders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Master Servicer, each Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersTrustee receive a Tax Opinion.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial HolderCertificate Owner’s interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositorof such Series. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Supplement, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates of any Series or any Class thereof (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.12 or as provided in the applicable Supplement: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Certificates each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding At such time, if any, as any Class of Regular Certificates shall be registered on the foregoingCertificate Register in the name of the Depository or its nominee, the Book-Entry Certificates, upon original issuance, such Class shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, Certificates to be delivered to DTC, the initial Clearing Agency, by, Depository by or on behalf of, of the Depositor. The Any Certificate Owner owning a beneficial interest Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will entitled to receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") representing such Certificate Owner's interest in such Certificates pursuant to Section 5.07 hereof. Following the issuance of Book-Entry Certificates with respect to any Regular Certificates and until such time, if any, as Definitive Certificates shall have been issued to the Beneficial Holders pursuant to Section 6.09Certificate Owners of such Certificates: (a) the provisions of this Section 6.07 5.05 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Depositor, the Servicer, the Trustee and the Trust Administrator Certificate Insurer may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representative of the respective Certificate Owners of such Certificates; (c) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, with respect to any Book-Entry Certificates, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on such Certificates to such Depository Participants; (d) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (e) the Trustee may rely, and shall be fully protected in relying, upon information furnished by the Depository with respect to its Depository Participants; and (f) to the extent that the provisions of this Section 6.07 5.05 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.05 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesVoting Rights, such consent or direction or consent may be given by a combination of Certificate Owners (acting through the Clearing Agency at Depository and the direction of Beneficial Holders Depository Participants) owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to Certificates, and Certificateholders owning Definitive Certificates, evidencing in the extent that aggregate such actions are taken on behalf specified percentage of the Beneficial HoldersVoting Rights.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes Notwithstanding the foregoing, no Class or Series of any provision of this Agreement requiring or permitting actions with the consent ofInvestor Certificates may be issued as Book Entry Certificates (but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such Certificates, such direction Class or consent may be given by Series the Clearing Agency at Company and the direction Trustee receive an opinion of Beneficial Holders owning such independent counsel that the Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersClass or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. Notwithstanding the foregoingIf provided in any Supplement, the Book-Entry CertificatesInvestor Certificates of any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates of such Series shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.13: (a) the provisions of this Section 6.07 6.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (c) to the extent that the provisions of this Section 6.07 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.11 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementLetter of Representations, unless and until Definitive Certificates are issued pursuant to Section 6.096.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Book- Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, Depository by or on behalf of, of the Depositor. The Book-Entry Such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner of such Certificates will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the such Certificates, except as provided in Section 6.097.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners of such Certificates pursuant to Section 6.097.08: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Depositor, the Securities Administrator and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representative of the respective Certificate Owners of such Certificates; (c) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; andanother Depository; (d) the rights of the Beneficial Holders respective Certificate Owners of the Book-Entry such Certificates shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Beneficial Holders Certificates and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.097.08, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.;

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Holder Book-Entry Certificateholder will receive a definitive certificate representing such Beneficial Holder’s Book-Entry Certificateholder's interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificateholders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to Company, the Book-Entry Certificates; (b) the Depositor Master Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Book-Entry Certificateholders with respect to such actions; (cb) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (dc) the rights of the Beneficial Holders of the Book-Entry Certificates Certificateholders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders related Book-Entry Certificateholders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal principal, interest and interest other amounts on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes Notwithstanding the foregoing, no Class or Series of any provision of this Agreement requiring or permitting actions with the consent ofInvestor Certificates may be issued as Book Entry Certificates (but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such Certificates, such direction Class or consent may be given by Series the Clearing Agency at Company receives an opinion of independent counsel that the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersClass or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more several typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the DepositorSeller. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer and the Master Trust Administrator Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the applicable Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes Anything herein to the contrary notwithstanding, the rights of any provision of this Agreement requiring or permitting actions Certificate Owner to receive principal and interest with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent respect to any Investor Certificate may be given transferred only by registering the new Certificate Owner on the Certificate Register kept by the Clearing Agency at Agency, and any such transfer is required to be reflected on the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersCertificate Register.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding If so provided in the foregoingrelated Supplement, the Book-Entry CertificatesInvestor Certificates of any Series, upon original issuance, shall may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depositary specified in such Supplement (the "Depositary") which shall be the Clearing Agency, by, by or on behalf of, the Depositorof such Series. The Book-Entry Investor Certificates shall of any such Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates of any Series (“"Definitive Certificates”") have been issued to the Beneficial Holders such Certificate Owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Investor Certificates of each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementDepositary Agreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in ----------------------- any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, which shall be the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.13: (ai) the provisions provision of this Section 6.07 6.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners, and, absent gross negligence or willful misconduct on its part, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee shall have no responsibility or liability for any aspect of the records pertaining to, or the making of any distribution to, the Clearing Agency Participants or the Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.11 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount Invested Amount of such Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in Investor Certificates.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") for the Clearing Agency, by, Agency or on behalf of, the DepositorForeign Clearing Agency for such Series. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency or Foreign Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates of any Series (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) Transferor, Servicer, the Depositor Paying Agent, the Transfer Agent and the Trust Administrator Registrar and Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Certificates each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "DEPOSITORY") which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”"DEFINITIVE CERTIFICATES") have been issued to the Beneficial Holders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Entity Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes Notwithstanding the foregoing, no Class or Series of any provision of this Agreement requiring or permitting actions with the consent ofInvestor Certificates may be issued as Book Entry Certificates (but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such Certificates, such direction Class or consent may be given by Series the Clearing Agency at Company and the direction Trustee receive an opinion of Beneficial Holders owning such independent counsel that the Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersClass or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. Notwithstanding At such time, if any, as any Class of Regular Certificates shall be registered on the foregoingCertificate Register in the name of the Depository or its nominee, the Book-Entry Certificates, upon original issuance, such Class shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, Depository by or on behalf of, of the Depositor. The Any Certificate Owner owning a beneficial interest Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will entitled to receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") ---------- ------------ representing such Certificate Owner's interest in such Certificates pursuant to Section 5.07. Following the issuance of Book-Entry Certificates with respect to any Regular Certificates and until such time, if any, as Definitive Certificates have been issued to the Beneficial Holders pursuant to Section 6.09Certificate Owners of such Certificates: (a) the provisions of this Section 6.07 5.05 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Depositor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representative of the respective Certificate Owners of such Certificates; (c) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, with respect to any Book-Entry Certificates, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on such Certificates to such Depository Participants; (d) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (e) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and (f) to the extent that the provisions of this Section 6.07 5.05 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.05 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesVoting Rights, such consent or direction or consent may be given by a combination of Certificate Owners (acting through the Clearing Agency at Depository and the direction of Beneficial Holders Depository Participants) owning Book- Entry Certificates, and Certificateholders owning Definitive Certificates, evidencing in the aggregate such Certificates evidencing the requisite specified percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersVoting Rights.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry The Certificates, upon original issuance, shall be issued in the form of one a typewritten Certificate or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, Depository by or on behalf ofof the Trust; provided, however, that one Definitive Certificate may be issued to [ ], as holder of the DepositorGP Interest pursuant to Section 2.7. The Book-Entry Such Certificate or Certificates (other than the Definitive Certificate issued to [ ]) shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, Depository and no Beneficial Holder will Certificate Owner shall receive a definitive certificate Certificate representing such Beneficial Holder’s Certificate Owner's interest in the Certificatessuch Certificate, except as provided in Section 6.093.13. Unless and until definitive, definitive fully registered Certificates (“the "Definitive Certificates”") shall have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.093.13: (a) the provisions of this Section 6.07 3.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Certificate Registrar and the Trust Administrator may Owner Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes with respect to the Book-Entry Certificates of this Agreement (including the making payment of distributions principal of and interest on such Certificatesthe Certificates and the giving of instructions or directions hereunder) as the sole Holder of such Certificatesthe Certificate, and shall have no obligation to the Certificate Owners; (c) to the extent that the provisions of this Section 6.07 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 3.11 shall control; and; (d) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Participants Depository and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Certificate Depository Agreement, Agreement unless and until Definitive Certificates are issued pursuant to Section 6.093.13, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions payments of principal of and interest on the related Book-Entry Certificates to such Depository Participants. For purposes of any provision of ; (e) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificate Balance, the Depository shall be deemed to represent such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Depository Participants owning or representing, respectively, such required percentage of Certificates and has delivered such instructions to the Beneficial HoldersOwner Trustee.

Book-Entry Certificates. Notwithstanding The Class A Certificates and[, if so specified in this Agreement,] the foregoing, the Book-Entry Certificates, upon original issuance, shall Class B Certificates may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorDepositor to the initial Clearing Agency, which, unless otherwise specified in this Agreement, shall be The Depository Trust Company. The Book-Entry In such case, the Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Certificates, except as provided in Section 6.096.10. Unless and until definitive, fully registered Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders such Certificate Owners pursuant to Section 6.096.10: (ai) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Depositor, the Servicer, the Certificate Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such CertificatesCertificates and shall have no obligation to the related Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (div) the rights of the Beneficial Holders of the Book-Entry Certificates such Certificate Owners shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry such Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesCertificate Balance, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning shall be deemed to represent such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates only to the extent that it has received instructions to such actions are taken on behalf effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Beneficial Holdersbeneficial interest in such Certificates and has delivered such instructions to the Trustee.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing AgencyDepository, by, or on behalf of, the Depositor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.10 hereof. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.10 hereof or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 6.08 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Depositor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 6.08 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.08 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10 hereof, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Depository Participants. 'SS' 6.08 For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at Depository and the direction of Beneficial Holders Depository Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding Unless otherwise specified ----------------------- in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been ----------------------- issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (ai) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (div) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For . (v) purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in ----------------------- the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing AgencyDepository, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyDepository or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate ----------------------- Owners pursuant to Section 6.096.10 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Master Servicer and the Trust Administrator Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Depository Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.10, the initial Clearing Agency Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at Depository and the direction of Beneficial Holders Depository Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, each Class of Book-Entry Certificates shall be issued in the form of one or more typewritten Certificates representing such Certificates, to be held by DTC or any successor Clearing Agency or, if appointed to hold such Certificates as provided below, the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorCustodian. The Each Class of Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Book-Entry Certificates, except as provided in Section 6.09. The Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with DTC authorizing it to act as such. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Book-Entry Custodian and the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates); (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing entitled to a specified percentage of the aggregate unpaid principal amount of Voting Rights allocated to such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing entitled to the requisite aggregate percentage of principal amount of Voting Rights allocated to such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.. 105

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Investor Certificateholders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Master Servicer, the Servicers and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of Amended and Restated Pooling Agreement 94 distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction Trustee receive an opinion of Beneficial Holders owning such independent counsel that the Investor Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersClass or Series will be treated as indebtedness for Federal income tax purposes.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in ----------------------- the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.096.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Depositor, the Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificatesthe respective Certificate Owners; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Cleaning Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among transfers, the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the (a) Each class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Book-Entry Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Definitive Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (ai) the provisions of this Section 6.07 shall be in full force and effect with respect to the such Book-Entry Certificates; (bii) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the such Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (div) the rights of the Beneficial Holders of the such Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. ; (v) any transferee of a beneficial interest in a Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit H hereto and if any purported transferee shall become a registered Holder of a Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such Restricted Certificate; and (vi) any transferee of a beneficial interest in an ERISA-Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit I hereto, unless the Trustee has received an opinion of counsel referred to in Section 6.02(e) and if any purported transferee shall become a registered Holder of an ERISA-Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such ERISA-Restricted Certificate. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the each Class of such Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the each Class of such Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorSellers. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing AgencyAgency or its nominee, and no Beneficial Holder Certificate Owner will receive a definitive certificate 64 representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders applicable Certificate Owners pursuant to Section 6.09: (a) 6.12 or as otherwise specified in any such Supplement: the provisions of this Section 6.07 shall be in full force and effect with respect to effect; the Book-Entry Certificates; (b) Sellers, the Depositor Servicer and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificatesdistributions) as the sole Holder authorized representatives of such Certificates; (c) the respective Certificate Owners; to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) and the rights of the Beneficial Holders of the Book-Entry Certificates respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency at and the direction of Beneficial Holders Clearing Agency Participants) owning such Investor Certificates evidencing the requisite percentage of principal amount of such Investor Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.