Common use of Book-Entry Securities Clause in Contracts

Book-Entry Securities. Unless otherwise provided in any related Supplement, the Investor Securities, upon original issuance, shall be issued in the form of typewritten Securities representing the Book-Entry Securities, to be delivered to the depositary specified in such Supplement (the “Depositary”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Security Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. No Security Owner will receive a definitive security representing such Security Owner’s interest in the related Series of Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities of any Series (“Definitive Securities”) have been issued to Security Owners pursuant to Section 6.12: (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Series; (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Securities of each such Series) as the authorized representatives of the Security Owners; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; and (iv) the rights of Security Owners of Investor Securities 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 Security Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depositary Agreement applicable to a Series, unless and until Definitive Securities of such Series are issued pursuant to Section 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 Investor Securities to such Clearing Agency Participants.

Book-Entry Securities. Unless otherwise provided in any related Supplement, the Investor Securities, upon original issuance, shall be issued in the form of typewritten Securities representing the Book-Entry Securities, to be delivered to the depositary specified in such Supplement (the “"Depositary”") which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Security Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. No Security Owner will receive a definitive security representing such Security Owner’s 's interest in the related Series of Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities of any Series (“"Definitive Securities”") have been issued to Security Owners pursuant to Section 6.12: (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Series; (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Securities of each such Series) as the authorized representatives of the Security Owners; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; and (iv) the rights of Security Owners of Investor Securities 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 Security Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depositary Agreement applicable to a Series, unless and until Definitive Securities of such Series are issued pursuant to Section 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 Investor Securities to such Clearing Agency Participants.

Book-Entry Securities. Unless otherwise provided in any related Supplement, the Investor Securities, upon original issuance, shall be issued in the form of typewritten Securities representing the Book-Entry Securities, to be delivered to the depositary specified in such Supplement (the “"Depositary”") which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Security Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. No Security Owner will receive a definitive security representing such Security Owner’s 's interest in the related Series of Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities of any Series (“"Definitive Securities”") have been issued to Security Owners pursuant to Section 6.12: : (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Series; ; (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Securities of each such Series) as the authorized representatives of the Security Owners; ; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; and and (iv) the rights of Security Owners of Investor Securities 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 Security Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depositary Agreement applicable to a Series, unless and until Definitive Securities of such Series are issued pursuant to Section 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 Investor Securities to such Clearing Agency Participants.

Book-Entry Securities. Unless otherwise provided in any related Supplement, the Investor SecuritiesThe Class A-2 Notes, upon original issuance, shall will be issued in the form of typewritten Securities Notes representing the Book-Entry Securities, to be delivered to The Depository Trust Company or its custodian, the depositary specified in such Supplement (the “Depositary”) which shall be the Clearing Agency or Foreign initial Clearing Agency, by by, or on behalf of such Seriesof, the Issuer. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, Such Class A-2 Notes shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Clearing Agency or Foreign initial Clearing Agency. No , and no Security Owner will receive a definitive security Definitive Security representing such Security Owner’s 's interest in the related Series of Investor Securitiessuch Security, except as provided in Section 6.123.10. Unless and until definitive, fully registered Investor Securities of any Series (“the "Definitive Securities”") have been issued to Security Owners pursuant to Section 6.123.10: (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Serieseffect; (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Security Registrar and the Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Pooling Agreement (including the making payment of distributions principal of and interest on the Investor Securities Class A-2 Notes and the giving of each such Seriesinstructions or directions hereunder) as the authorized representatives sole Holder of the Security Class A-2 Notes, and shall have no obligation to the Class A-2 Note Owners; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Trust Agreement or with provisions of the Pooling Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; andcontrol; (iv) the rights of Security Class A-2 Note Owners of Investor Securities 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 Security Class A-2 Note Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depositary Agreement applicable to a Series, unless Unless and until Definitive Securities of such Series are issued pursuant to Section 6.123.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the Investor Securities Class A-2 Notes to such Clearing Agency Participants; (v) whenever this Agreement or the Pooling Agreement requires or permits actions to be taken based upon instructions or directions of Holders of Securities evidencing a specified percentage of the Outstanding Amount of the Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Class A-2 Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Class A-2 Notes and has delivered such instructions to the Trustee; and (vi) Class A-2 Note Owners may receive copies of any reports sent to Securityholder pursuant to this Agreement or the Pooling Agreement, upon written request, together with a certification that they are Security Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

Book-Entry Securities. Unless otherwise provided in any related Supplement, the Investor SecuritiesThe Class A-2 Notes, upon original issuance, shall will be issued in the form of typewritten Securities Notes representing the Book-Entry Securities, to be delivered to The Depository Trust Company or its custodian, the depositary specified in such Supplement (the “Depositary”) which shall be the Clearing Agency or Foreign initial Clearing Agency, by by, or on behalf of such Seriesof, the Issuer. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, Such Class A-2 Notes shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Clearing Agency or Foreign initial Clearing Agency. No , and no Security Owner will receive a definitive security Definitive Security representing such Security Owner’s 's interest in the related Series of Investor Securitiessuch Security, except as provided in Section 6.123.10. Unless and until definitive, fully registered Investor Securities of any Series (“the "Definitive Securities”") have been issued to Security Owners pursuant to Section 6.123.10: (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Serieseffect; (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Security Registrar and the Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement or the Pooling Agreement (including the making payment of distributions principal of and interest on the Investor Securities Class A-2 Notes and the giving of each such Seriesinstructions or directions hereunder) as the authorized representatives sole Holder of the Security OwnersClass A-2 Notes, and shall have no obligation to the Owners of the Class A-2 Notes; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement or with provisions of the Pooling Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; andcontrol; (iv) the rights of Security Class A-2 Note Owners of Investor Securities 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 Security Class A-2 Note Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depositary Agreement applicable to a Series, unless Unless and until Definitive Securities of such Series are issued pursuant to Section 6.123.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the Investor Securities Class A-2 Notes to such Clearing Agency Participants; (v) whenever this Agreement or the Pooling Agreement requires or permits actions to be taken based upon instructions or directions of Holders of Securities evidencing a specified percentage of the Outstanding Amount of the Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Class A-2 Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Class A-2 Notes and has delivered such instructions to the Trustee; and (vi) Class A-2 Note Owners may receive copies of any reports sent to Securityholder pursuant to this Agreement or the Pooling Agreement, upon written request, together with a certification that they are Security Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

Book-Entry Securities. Unless otherwise (a) Each Subclass of Securities shall initially be issued as one or more Securities registered in the name of the Depository or its nominee and, except as provided in any related SupplementSection 5.03(c), transfer of such Securities may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Securities for the respective Security Owners with Ownership Interests therein. Such Security Owners shall hold and, subject to Sections 5.02(b) and 5.02(c), transfer their respective Ownership Interests in and to such Securities through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to fully registered, physical Securities (“Definitive Securities”) in respect of such Ownership Interests. Securities of each Subclass of Securities initially sold in reliance on Rule 144A shall be represented by the Rule 144A Global Security for such Subclass, which shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Securities of each Subclass of Securities initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Global Security for such Subclass, which shall be deposited with the Trustee as custodian for the Depository. All transfers by Security Owners of their respective Ownership Interests in the Book-Entry Securities shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Security Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Securities of Security Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Depositor, the Investor SecuritiesServicer, upon original issuancethe Trustee and the Certificate Registrar may for all purposes, shall be issued in including the form making of typewritten Securities representing payments due on the Book-Entry Securities, to be delivered to deal with the depositary specified in such Supplement (Depository as the “Depositary”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf authorized representative of such Series. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Security Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. No Security Owner will receive a definitive security representing such Security Owner’s interest in the related Series of Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities of any Series (“Definitive Securities”) have been issued to Security Owners pursuant to Section 6.12: (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Series; (ii) Securities for the Transferor, purposes of exercising the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making rights of distributions on the Investor Securities of each such Series) as the authorized representatives of the Security Owners; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; and (iv) the Securityholders hereunder. The rights of Security Owners of Investor with respect to the Book-Entry Securities 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 Security Owners and the Clearing Agency Depository Participants and indirect participating brokerage firms representing such Security Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Securities with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Security Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant voting by Securityholders and shall give notice to the Depositary Agreement applicable to a Series, unless and until Definitive Securities Depository of such Series are issued pursuant record date. (c) If (i) (A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to Section 6.12discharge properly its responsibilities as depository with respect to any Subclass of Book-Entry Securities, and (B) the initial Clearing Agency will make Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry transfers among system through the Clearing Agency Participants Depository with respect to any Subclass of Book-Entry Securities, the Certificate Registrar shall notify all affected Security Owners, through the Depository, of the occurrence of any such event and receive and transmit distributions of principal and interest on the Investor availability of Definitive Securities to such Clearing Agency ParticipantsSecurity Owners requesting the same. Upon surrender to the Certificate Registrar of any Subclass of Book-Entry Securities by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, authenticate and deliver, Definitive Securities in respect of such Subclass to the Security Owners identified in such instructions. None of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Securities for purposes of evidencing ownership of any Book-Entry Securities, the registered Holders of such Definitive Securities shall be recognized as Securityholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Securities.

Book-Entry Securities. Unless otherwise provided in The Securities (other than a Security representing any related Supplement, residual portion of the Investor SecuritiesPool Balance as of the Cut-Off Date), upon original issuance, shall be issued in the form of typewritten Securities representing the Book-Book- Entry Securities, to be delivered to The Depository Trust Company, the depositary specified in such Supplement (the “Depositary”) which shall be the Clearing Agency or Foreign initial Clearing Agency, by the Seller or on behalf of such Seriesits behalf. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, shall initially be registered on the Security Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign initial Clearing Agency. No , and no Security Owner will receive a definitive security certificate representing such Security Owner’s 's interest in the related Series of Investor Securities, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Securities of any Series (“"Definitive Securities”") have been issued to Security Owners Securityholders pursuant to Section 6.126.10: (i) the provisions of this Section 6.10 6.8 shall be in full force and effect with respect to each such Serieseffect; (ii) the TransferorSeller, the Servicer, the Paying Agent, the Transfer Agent and Registrar Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Securities and the taking of each such Seriesactions by the Securityholders) as the authorized representatives of the Security Owners; (iii) to the extent that the provisions of this Section 6.10 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 6.8 shall control with respect to each such Series; andcontrol; (iv) the rights of Security Owners of Investor Securities of each such Series shall be exercised only through the Clearing Agency (or Foreign Clearing Agency and to the applicable extent Security Owners are not Clearing Agency Participants through the Clearing Agency Participants through which such Security Owners own Book-Entry Securities) and shall be limited to those established by law and agreements between such Security Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant , and all references in this Agreement to actions by Securityholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Securityholders shall refer to distributions, notices, reports and statements to the Depositary Agreement applicable Clearing Agency or its nominee, as registered Holder of the Securities, as the case may be, for distribution to a Series, unless and until Definitive Securities Security Owners in accordance with the procedures of such Series are issued the Clearing Agency; and (v) pursuant to Section 6.12an agreement between the Clearing Agency and the Seller, the initial Clearing Agency will make bookBook-entry Entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Securities to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Security Owners or their nominees.

Book-Entry Securities. Unless otherwise (a) Each Subclass of Securities shall initially be issued as one or more Securities registered in the name of the Depository or its nominee and, except as provided in any related SupplementSection 5.03(c), transfer of such Securities may not be registered by the Investor SecuritiesCertificate Registrar unless such transfer is to a successor Depository that agrees to hold such Securities for the respective Security Owners with Ownership Interests therein. Such Security Owners shall hold and, upon original issuancesubject to Sections 5.02(b) and 5.02(c), transfer their respective Ownership Interests in and to such Securities through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to fully registered, physical Securities (“Definitive Securities”) in respect of such Ownership Interests. Securities of each Subclass of Securities initially sold in reliance on Rule 144A shall be represented by the Rule 144A Global Security for such Subclass, which shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Securities of each Subclass of Securities initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Global Security for such Subclass, which shall be deposited with the Trustee as custodian for the Depository. All transfers by Security Owners of their respective Ownership Interests in the Book-Entry Securities shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Security Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Securities of Security Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. Notwithstanding the foregoing, any Risk Retention Securities shall initially be issued in the form set forth in the applicable Trust Agreement Supplement. (b) The Depositor, the Servicer, the Trustee and the Certificate Registrar may for all purposes, including the making of typewritten Securities representing payments due on the Book-Entry Securities, to be delivered to deal with the depositary specified in such Supplement (Depository as the “Depositary”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf authorized representative of such Series. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Security Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. No Security Owner will receive a definitive security representing such Security Owner’s interest in the related Series of Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities of any Series (“Definitive Securities”) have been issued to Security Owners pursuant to Section 6.12: (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Series; (ii) Securities for the Transferor, purposes of exercising the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making rights of distributions on the Investor Securities of each such Series) as the authorized representatives of the Security Owners; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; and (iv) the Securityholders hereunder. The rights of Security Owners of Investor with respect to the Book-Entry Securities 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 Security Owners and the Clearing Agency Depository Participants and indirect participating brokerage firms representing such Security Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Securities with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Security Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant voting by Securityholders and shall give notice to the Depositary Agreement applicable to a Series, unless and until Definitive Securities Depository of such Series are issued pursuant record date. (c) If (i) (A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to Section 6.12discharge properly its responsibilities as depository with respect to any Subclass of Book-Entry Securities, and (B) the initial Clearing Agency will make Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry transfers among system through the Clearing Agency Participants Depository with respect to any Subclass of Book-Entry Securities, the Certificate Registrar shall notify all affected Security Owners, through the Depository, of the occurrence of any such event and receive and transmit distributions of principal and interest on the Investor availability of Definitive Securities to such Clearing Agency ParticipantsSecurity Owners requesting the same. Upon surrender to the Certificate Registrar of any Subclass of Book-Entry Securities by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, authenticate and deliver, Definitive Securities in respect of such Subclass to the Security Owners identified in such instructions. None of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Securities for purposes of evidencing ownership of any Book-Entry Securities, the registered Holders of such Definitive Securities shall be recognized as Securityholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Securities.

Book-Entry Securities. Unless otherwise provided specified in --------------------- the related Supplement for any related SupplementSeries or Class, the Investor Securities, upon original issuance, shall be issued in the form of typewritten one or more master Investor Securities representing the Book-Entry Securities, to be delivered to the depositary specified in such Supplement (the “Depositary”) which shall be the Clearing Agency or Foreign Clearing Agency, by by, or on behalf of such Seriesof, the Transferor. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, shall initially be registered on the Security Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. No its nominee, and no Security Owner will receive a definitive security representing such Security Owner’s 's interest in the related Series of Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities of any Series (“"Definitive Securities”") have been issued to the applicable Security Owners pursuant to Section 6.126.12 or as otherwise specified in any such Supplement: (ia) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Serieseffect; (iib) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Securities of each such Seriesdistributions) as the authorized representatives of the respective Security Owners; (iiic) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control with respect to each such Seriescontrol; and (ivd) the rights of the respective Security Owners of Investor Securities 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 Security Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depositary Agreement applicable to a SeriesDepository Agreement, unless and until Definitive Securities of such Series are issued pursuant to Section 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 Investor Securities 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, Investor Securityholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Securities, such direction or consent may be given by Security Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Securities evidencing the requisite percentage of principal amount of Investor Securities.

Book-Entry Securities. Unless otherwise provided in any related Supplement, the Investor Securities, upon original issuance, shall be issued in the form of typewritten Securities representing the Book-Entry Securities, to be delivered to the depositary specified in such Supplement (the “"Depositary”") which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Investor Securities of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Security Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. No Security Owner will receive a definitive security representing such Security Owner’s 's interest in the related Series of Investor Securities, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Securities of any Series (“"Definitive Securities”") have been issued to Security Owners pursuant to Section 6.12: (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Series; (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Securities of each such Series) as the authorized representatives of the Security Owners; (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control with respect to each such Series; and (iv) the rights of Security Owners of Investor Securities 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 Security Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency ParticipantsParticipants subject to any statutory or regulatory requirements as may be in effect from time to time. Pursuant to the Depositary Agreement applicable to a Series, unless and until Definitive Securities of such Series are issued pursuant to Section 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 Investor Securities to such Clearing Agency Participants.