Common use of Book-Entry Securitization Bonds Clause in Contracts

Book-Entry Securitization Bonds. Unless the Series Supplement provides otherwise, all of the Securitization Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of Securitization Bonds issued in Book-Entry Form shall receive a Definitive Securitization Bond representing such Holder’s interest in any of the Securitization Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Securitization Bonds (the “Definitive Securitization Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative of the Holders; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Holders 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 Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of Securitization Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Securitization Bonds. Unless the Series Supplement provides otherwise, all of the Securitization Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust CompanyDTC, the initial Clearing Agency, (c) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of Securitization Bonds issued in Book-Entry Form shall receive a Definitive Securitization Bond representing such HolderXxxxxx’s interest in any of the Securitization Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Securitization Bonds (the “Definitive Securitization Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative of the Holders; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Holders 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 Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of Securitization Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Securitization Bonds. Unless the Series Supplement provides otherwise, all of the Securitization Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust CompanyDTC, the initial Clearing Agency, (c) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of Securitization Bonds issued in Book-Entry Form shall receive a Definitive Securitization Bond representing such HolderHxxxxx’s interest in any of the Securitization Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Securitization Bonds (the “Definitive Securitization Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative of the Holders; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Holders 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 Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of Securitization Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Securitization Bonds. Unless the Series Supplement provides otherwise, all of the Securitization Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall bear a legend substantially to the effect set forth in Exhibit A. A to the Form of Series Supplement. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of Securitization Bonds issued in Book-Entry Form shall receive a Definitive Securitization Bond representing such HolderXxxxxx’s interest in any of the Securitization Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Securitization Bonds (the “Definitive Securitization Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative of the Holders; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Holders shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by applicable law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of Securitization Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Securitization Bonds. Unless otherwise specified in the related Series Supplement provides otherwiseSupplement, all each Series of the Securitization Bonds shall Bonds, upon original issuance, will be issued in the form of a typewritten Securitization Bond or Securitization Bonds representing the Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant delivered to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) by, or on behalf of, the Issuer. Such Securitization Bond shall initially be delivered by registered on the Indenture Trustee pursuant to such Securitization Bond Register in the name of Cede & Co., the nominee of the initial Clearing Agency’s or such nominee’s instructions , and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of no Securitization Bonds issued in Book-Entry Form shall Bond Owner will receive a Definitive definitive Securitization Bond representing such Holder’s Securitization Bond Owner's interest in any of the such Securitization BondsBond, except as provided in Section 2.13. Unless (and until) certificateduntil definitive, fully registered Securitization Bonds (the “"Definitive Securitization Bonds”") have been issued to the Holders Securitization Bondholders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto2.13: (ia) the provisions of this Section 2.11 shall be in full force and effect; (iib) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the making payment of distributions principal of and interest on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the HoldersSecuritization Bonds, and shall have no obligation to the Securitization Bond Owners; (iiic) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (ivd) the rights of Holders Securitization Bond 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 Holders Securitization Bond Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Letter of RepresentationsDTC Agreement, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instruction instructions or directions of the Holders of Securitization Bonds evidencing a specified percentage of the Outstanding Amount of the Securitization BondsBonds or a Series or Class thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Securitization Bond Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds or such Series or Class and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Securitization Bonds. Unless the Series Supplement provides otherwise, all of the Securitization Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust CompanyDTC, the initial Clearing Agency, (c) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of Securitization Bonds issued in Book-Entry Form shall receive a Definitive Securitization Bond representing such Holder’s interest in any of the Securitization Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Securitization Bonds (the “Definitive Securitization Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative of the Holders; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Holders 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 Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of Securitization Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Securitization Bonds. Unless otherwise specified in the related Series Supplement provides otherwiseSupplement, all each Series of the Securitization Bonds shall Bonds, upon original issuance, will be issued in the form of a typewritten Securitization Bond or Securitization Bonds representing the Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant delivered to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) shall be delivered by by, or on behalf of, the Indenture Trustee Issuer pursuant to such the DTC Agreement. Such Securitization Bond shall initially be registered on the Securitization Bond Register in the name of Cede & Co., the nominee of the initial Clearing Agency’s or such nominee’s instructions , and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of no Securitization Bonds issued in Book-Entry Form shall Bond Owner will receive a Definitive definitive Securitization Bond representing such Holder’s Securitization Bond Owner's interest in any of the such Securitization BondsBond, except as provided in Section 2.13. Unless (and until) certificateduntil definitive, fully registered Securitization Bonds (the “"Definitive Securitization Bonds”") have been issued to the Holders Securitization Bondholders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto2.13: (ia) the provisions of this Section 2.11 shall be in full force and effect; (iib) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the making payment of distributions principal of and interest on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the HoldersSecuritization Bonds, and shall have no obligation to the Securitization Bond Owners; (iiic) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (ivd) the rights of Holders Securitization Bond 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 Holders Securitization Bond Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Letter of RepresentationsDTC Agreement, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instruction instructions or directions of the Holders of Securitization Bonds evidencing a specified percentage of the Outstanding Amount of Securitization Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.of

Book-Entry Securitization Bonds. Unless otherwise specified in the related Series Supplement provides otherwiseSupplement, all each Series of the Securitization Bonds shall Bonds, upon original issuance, will be issued in the form of a typewritten Securitization Bond or Securitization Bonds representing the Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant delivered to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) shall be delivered by by, or on behalf of, the Indenture Trustee Issuer pursuant to such the DTC Agreement. Such Securitization Bond shall initially be registered on the Securitization Bond Register in the name of Cede & Co., the nominee of the initial Clearing Agency’s or such nominee’s instructions , and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of no Securitization Bonds issued in Book-Entry Form shall Bond Owner will receive a Definitive definitive Securitization Bond representing such Holder’s Securitization Bond Owner's interest in any of the such Securitization BondsBond, except as provided in Section 2.13. Unless (and until) certificateduntil definitive, fully registered Securitization Bonds (the “"Definitive Securitization Bonds”") have been issued to the Holders Securitization Bondholders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto2.13: (ia) the provisions of this Section 2.11 shall be in full force and effect; (iib) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the making payment of distributions principal of and interest on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the HoldersSecuritization Bonds, and shall have no obligation to the Securitization Bond Owners; (iiic) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (ivd) the rights of Holders Securitization Bond 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 Holders Securitization Bond Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Letter of RepresentationsDTC Agreement, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instruction instructions or directions of the Holders of Securitization Bonds evidencing a specified percentage of the Outstanding Amount of the Securitization BondsBonds or a Series or Class thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Securitization Bond Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds or such Series or Class and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Securitization Bonds. Unless otherwise specified in the related Series Supplement provides otherwiseSupplement, all each Series of the Securitization Bonds shall Bonds, upon original issuance, will be issued in the form of a typewritten Securitization Bond or Securitization Bonds represent ing the Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Securitization Bonds, evidencing the Securitization Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Securitization Bonds to be issued pursuant delivered to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) by, or on behalf of, the Issuer. Such Securitization Bond shall initially be delivered by registered on the Indenture Trustee pursuant to such Securitization Bond Register in the name of Cede & Co., the nominee of the initial Clearing Agency’s or such nominee’s instructions , and (d) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of no Securitization Bonds issued in Book-Entry Form shall Bond Owner will receive a Definitive Securitization definitive Securitiza tion Bond representing such Holder’s Securitization Bond Owner's interest in any of the such Securitization BondsBond, except as provided in Section 2.13. Unless (and until) certificateduntil definitive, fully registered Securitization Bonds (the “"Definitive Securitization Bonds”") have been issued to the Holders Securitization Bondholders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto2.13: (ia) the provisions of this Section 2.11 shall be in full force and effect; (iib) the Issuer, the Servicer, the Paying Agent, the Securitization Bond Registrar and the Indenture Trustee may shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the making payment of distributions principal of and interest on the Securitization Bonds and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the HoldersSecuritization Bonds, and shall have no obligation to the Securitization Bond Owners; (iiic) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (ivd) the rights of Holders Securitization Bond 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 Holders Securitization Bond Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Letter of RepresentationsDTC Agreement, unless and until Definitive Securitization Bonds are issued pursuant to Section 2.13, 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 Book-Entry Securitization Bonds to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instruction instructions or directions of the Holders of Securitization Bonds evidencing a specified percentage of the Outstanding Amount of the Securitization BondsBonds or a Series or Class thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Securitization Bond Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Securitization Bonds or such Series or Class and has delivered such instructions to a Responsible Officer of the Indenture Trustee.