Common use of Definitive Bonds Clause in Contracts

Definitive Bonds. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Bonds advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders.

Definitive Bonds. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds) advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders.

Definitive Bonds. (a) If (i) the Indenture Issuer or the Clearing Agency advises the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to the any Tranche of Bonds and the Indenture Trustee Issuer is unable to locate a qualified successor, (ii) the Indenture Issuer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Depository Clearing Agency with respect to any Tranche of Bonds or (iii) after the occurrence of an Event of Default, Beneficial Owners owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances Outstanding Amount of the Bonds of all Tranches advise the Depository Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Ownerssuch owners, then the Depository Clearing Agency shall notify all Beneficial Owners its affected participants and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners affected participants requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bond or Bonds representing the Book-Entry Bonds by the DepositoryClearing Agency, accompanied by registration instructions, a Manager on behalf of the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the DepositoryClearing Agency. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders. (b) Definitive Bonds will be transferable and exchangeable at the offices of the Registrar. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Bonds. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Bonds advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders. The Indenture Trustee shall notify the Bond Insurer upon the issuance of Definitive Bonds.

Definitive Bonds. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Security Balances of the Bonds advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the IssuerIssuing Entity, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders.

Definitive Bonds. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Bonds advise the Depository in writing that the continuation of a book-book- entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders. The Indenture Trustee shall notify the Bond Insurer upon the issuance of Definitive Bonds.

Definitive Bonds. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee elects to terminate the book-book- entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Bonds advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders.

Definitive Bonds. If (i) the Indenture Issuer, at its option, advises the Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee it elects to terminate the book-entry system through the Depository Clearing Agency or (iiiii) after the occurrence of an Event of DefaultDefault hereunder, Beneficial Owners owners of security entitlements to Bonds representing beneficial interests aggregating at least not less than a majority of the Bond Principal Balances aggregate Outstanding Amount of the Bonds advise the Depository Trustee, the Issuer and the Clearing Agency (through the Clearing Agency participants) in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Ownersowners of security entitlements to such Bonds, then the Depository Issuer shall notify the Clearing Agency, the Trustee and all Beneficial Owners and the Indenture Trustee such owners in writing of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the sameBonds. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Global Bonds by the Depository, Clearing Agency accompanied by registration instructionsinstructions from such Clearing Agency for re-registration, the Issuer shall execute execute, and the Indenture Trustee shall authenticate the and deliver, Definitive Bonds in accordance with the instructions of the DepositoryBonds. None of the Issuer, the Bond Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds, Bonds the Indenture Trustee shall recognize the Holders of the Definitive Bonds as BondholdersHolders hereunder. Definitive Bonds will be transferable and exchangeable at the offices of the Bond Registrar.

Definitive Bonds. If (i) the Servicer advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Bonds Bonds, and the Indenture Trustee Servicer is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository Clearing Agency or (iii) after the occurrence of an Event of Defaulta Rapid Amortization Event, Beneficial Bond Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances Outstanding Amount of the Bonds advise the Depository Indenture Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Bond Owners, then the Depository Clearing Agency shall notify all Beneficial Bond Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Bond Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bond or Bonds representing the Book-Entry Bonds by the DepositoryClearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the DepositoryClearing Agency. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders.

Definitive Bonds. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and extent permitted by law, the Indenture Issuer, at its option, advises the Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository Clearing Agency or (iiiii) after the occurrence of an Event of DefaultDefault hereunder, Beneficial Owners owners of security entitlements to Bonds representing beneficial interests aggregating at least not less than a majority of the Bond Principal Balances aggregate Outstanding Amount of the Bonds advise the Depository Trustee, the Issuer and the Clearing Agency (through the Clearing Agency participants) in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Ownersowners of security entitlements to such Bonds, then the Depository Issuer shall notify the Clearing Agency, the Trustee and all Beneficial Owners and the Indenture Trustee such owners in writing of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the sameBonds. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Global Bonds by the Depository, Clearing Agency accompanied by registration instructionsinstructions from such Clearing Agency for re-registration, the Issuer shall execute execute, and the Indenture Trustee shall authenticate the and deliver, Definitive Bonds in accordance with the instructions of the DepositoryBonds. None of the Issuer, the Bond Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds, Bonds the Indenture Trustee shall recognize the Holders of the Definitive Bonds as BondholdersHolders hereunder. Definitive Bonds will be transferable and exchangeable at the offices of the Bond Registrar.

Definitive Bonds. (a) The Subordinate Bonds will be issued in the form of Definitive Bonds. (b) If (i) the Bond Administrator or the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Class A Bonds and the Bond Administrator, on behalf of the Indenture Trustee Trustee, is unable to locate a qualified successor, (ii) the Bond Administrator or the Indenture Trustee elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Class A Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Class A Bonds advise the Depository in writing that the continuation of a book-book- entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee Bond Registrar of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Bond Registrar of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Bond Registrar shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar Registrar, the Bond Administrator, or the Indenture 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 Bonds, the Bond Administrator, the Indenture Trustee and the Bond Registrar shall recognize the Holders of the Definitive Bonds as Bondholders. The Bond Administrator, on behalf of the Indenture Trustee, shall notify the Bond Insurer and the Indenture Trustee upon the issuance of Definitive Bonds.

Definitive Bonds. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Bonds advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively conclusiv(e)ly rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders.

Definitive Bonds. If (i) the Indenture Trustee determines ---------------- that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Bonds and the Indenture Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, Beneficial Owners of Bonds representing beneficial interests aggregating at least a majority of the Bond Principal Balances of the Bonds advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Bonds to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Bonds representing the Book-Entry Bonds by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Bonds in accordance with the instructions of the Depository. None of the Issuer, the Bond Registrar or the Indenture 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 Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Bondholders.